Aquila Resources and REBgold Corporation Announce Special Shareholder Meetings for Business Combination & Related Transactions
- Confirm Post-Closing Board & Management Team -
TORONTO, Dec. 5, 2013 /CNW/ - Aquila Resources Inc. (TSX: AQA) (OTCQX: AQARF) (FKT: JM4A) ("Aquila") and REBgold Corporation (TSX.V: RBG) ("REBgold") advise that special meetings of their respective shareholders have been scheduled for December 30, 2013 in relation to the previously announced plan of arrangement involving Aquila and REBgold (the "Arrangement") and proposed acquisition by Aquila of the 51% interest in the Back Forty Project currently held by HudBay Minerals Inc.
REBgold will host its special meeting at 10:00 a.m. on December 30, 2013 at 333 Bay Street, Suite 3400 in Toronto. Aquila will host its special meeting at 11:00 a.m. on December 30, 2013 at the same location.
A joint information circular (the "Circular") with respect to the transactions has been filed with Canadian securities regulators and is being mailed to Aquila and REBgold shareholders of record as of the close of business on November 29, 2013. REBgold's mailing of the Circular follows its receipt of an interim order from the Supreme Court of Ontario on November 28, 2013 which provides for the calling of a special meeting of REBgold shareholders for the purposes of considering the Arrangement.
Post-Transaction Board of Directors & Management
Aquila and REBgold are also pleased to announce that, upon completion of the proposed transactions, Aquila's board of directors and management team is expected to be as follows:
|BOARD OF DIRECTORS|
|Tom Quigley||VP Exploration|
|Coen Louwarts||VP Corporate Development|
|Paul Miller||VP Metallurgy|
Biographies for members of the post-closing board and management team are included in the Circular.
The Toronto Stock Exchange ("TSX") has conditionally approved listing of the Aquila shares issuable pursuant to the transactions. Listing is subject to Aquila meeting all conditions imposed by the TSX.
Completion of the Transactions
Aquila and REBgold expect that the transactions will be completed in early January 2014. The transactions are conditional upon, among other things, receipt of all required court, stock exchange and shareholder approvals, including the shareholders of both Aquila and REBgold, and completion of the REBgold's previously announced non-brokered private placement of common shares for gross proceeds of between $4 million and $6 million at a price of $0.13 per share. Baker Steel Capital Partners LLP, on behalf of investment funds managed or controlled by it, has agreed to subscribe for $4.5 million of the common shares offered pursuant to the private placement.
The Toronto Stock Exchange neither approves nor disapproves the information contained in this News Release. Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
This press release contains certain forward-looking statements. In certain cases, forward-looking statements can be identified by the use of words such as "plans", "expects" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved". Forward-looking statements and information include, but are not limited to, statements with respect to the transactions contemplated by this press release and the receipt of the requisite regulatory, court and shareholder approvals in respect thereof. Forward-looking statements and information are subject to various known and unknown risks and uncertainties, many of which are beyond the ability of Aquila and REBgold to control or predict, that may cause their actual results, performance or achievements may be materially different from those expressed or implied thereby, and are developed based on assumptions about such risks, uncertainties and other factors set out here in, including but not limited to: the risk that the transactions described in the press release will not be approved by the TSX, the TSXV, the court and the shareholders of Aquila or REBgold , as applicable; risks and uncertainties related to the transactions not being completed in the event that the conditions precedent thereto are not satisfied and other related risks and uncertainties. Neither Aquila nor REBgold undertakes any obligation to update forward-looking information except as required by applicable law. Such forward-looking information represents Aquila's and REBgold's best judgment based on information currently available. No forward-looking statement can be guaranteed and actual future results may vary materially. Accordingly, readers are advised not to place undue reliance on forward-looking statements or information. Furthermore, mineral resources that are not mineral reserves do not have demonstrated economic viability.
SOURCE Aquila Resources Inc.