For Immediate release
July 16, 2018
Toronto, Ontario - Rio2 Limited (“Rio2”) (TSXV:RIO) and Atacama Pacific Gold Corporation (“Atacama Pacific”) (TSXV:ATM) are pleased to announce that the shareholders of Rio2 and the shareholders of Atacama Pacific have voted to approve the proposed business combination of Rio2 and Atacama Pacific by way of a Plan of Arrangement (the “Arrangement”) announced on May 14, 2018. Rio2 and Atacama Pacific will make application to the Ontario Superior Court of Justice for a final order approving the Arrangement on July 23, 2018. The combined company resulting from the Arrangement will continue to operate under the name "Rio2 Limited" and will be managed by Rio2's existing executive team led by Alex Black as President and Chief Executive Officer.
Rio2 held a Special Meeting of Shareholders at which 100% of the common shares of Rio2 represented at the meeting were voted in favour of the Arrangement. Rio2 shareholders also approved at the meeting the adoption of a new stock option plan and a new share incentive plan for the issuer resulting from the Arrangement, with effect from completion of the Arrangement (the “Incentive Plans”).
Atacama Pacific also held a Special Meeting of Shareholders at which in excess of 99% of the common shares of Atacama Pacific represented at the meeting were voted in favour of the Arrangement after excluding votes for the purposes of calculating majority of minority approval as required under Multilateral Instrument 61-101. At the meeting, Atacama Pacific shareholders also approved the Incentive Plans as well as the continuance of Atacama Pacific under the Business Corporation Act (Ontario), the continuance being required in order to complete the Arrangement, and the Incentive Plans. Atacama Pacific intends to complete the continuance later today.
It is expected that the Arrangement will be completed on or about July 24, 2018, subject to receipt of a final order approving the Arrangement from the Ontario Superior Court of Justice and the satisfaction or waiver of all other conditions to the Arrangement and that the shares of the combined company resulting from the Arrangement will commence trading on the TSX Venture Exchange on or about July 30, 2018 under the symbol “RIO”.
For more information about the Arrangement, please see the Joint Management Information Circular of Rio2 and Atacama Pacific dated June 14, 2018 and available on SEDAR under the profiles of each of Rio2 and Atacama Pacific at www.sedar.com.
ABOUT RIO2 LIMITED
Rio2 is building a multi-asset, multi-jurisdiction, precious metals company focused in the Americas. With exploration platforms in Peru and Central America, Rio2 Limited will continue pursuing additional strategic acquisitions to compile an attractive portfolio of precious metals assets where it can deploy its operational excellence and responsible mining practices to create value for its shareholders. Rio2 Limited has assembled a highly experienced executive team to generate significant shareholder value, with proven technical skills in the development and operations of mines and capital markets experience. Through its strategy of acquiring precious metals assets at exploration, development, and operating stages, the executive team will grow Rio2 Limited and create long-term shareholder value through the development of high-margin, strong free-cash-flowing mining operations.
For more information about Rio2, please contact:
Alex Black President and Chief Executive Officer firstname.lastname@example.org Phone: 416.570.3155
ABOUT ATACAMA PACIFIC GOLD CORPORATION
Atacama Pacific’s business is the acquisition, exploration and development of precious metals resources properties in Chile. Atacama Pacific’s principal mineral property is the Cerro Maricunga oxide-associated gold project, located in Chile’s Region III, 140 kilometers by road northeast of the city of Copiapo.
For more information about Atacama Pacific Gold Corporation, please contact:
Carl B. Hansen President and Chief Executive Officer
Cautionary Statement on Forward-Looking Information
This news release contains forward-looking statements within the meaning of applicable securities laws. More particularly and without limitation, this news release contains forward-looking statements regarding the proposed Arrangement and the timing of the completion of the Arrangement. All statements, other than statements of historical facts, that address activities that Rio2 and Atacama Pacific assume, anticipate, plan, expect, believe, project, aim, estimates or anticipate (and other similar expressions) will, should or may occur in the future are forward-looking statements. All of the forward-looking statements in this news release are qualified by the assumptions that are stated or inherent in such forward-looking statements. Although Rio2 and Atacama Pacific believe these assumptions are reasonable, they are not exhaustive of the factors that may affect any of the forward-looking statements and the reader should not place undue reliance on these assumptions and such forward-looking statements. No assurance can be given that these factors, expectations and assumptions will prove to be correct. Completion of the Arrangement is subject to the satisfaction or waiver of number of conditions which are typical for transactions of this nature, including, without limitation, that the proceeds of Rio2's private placement of subscription receipts for gross proceeds of $10,000,000, which closed on May 31, 2018, have not been returned to investors prior to the effective time of the Arrangement; and a superior proposal for Atacama Pacific has not been accepted.
The forward-looking statements provided in this news release are based on the current belief of management of each of Rio2 and Atacama Pacific, based on currently available information, as to the outcome and timing of future events. Rio2 and Atacama Pacific caution that their intention to proceed with the Arrangement and other forward-looking statements relating to Rio2 and Atacama Pacific are subject to all of the risks and uncertainties normally incident to such endeavors. These risks relating to each of Rio2 and Atacama Pacific include, but are not limited to, that the Arrangement is not completed on the announced terms or at all. Furthermore, the forward-looking statements contained herein are made as at the date hereof and neither Rio2 nor Atacama Pacific undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable securities laws. Readers are cautioned that the foregoing list of factors is not exhaustive. Additional information on these and other factors that could affect the completion of the Arrangement as well as operations and financial results of each of Rio2 and Atacama Pacific are included in reports on file with Canadian securities regulatory authorities. Such reports and the joint management information circular are available on the SEDAR website (www.sedar.com) or the websites of Rio2 (www.rio2limited.com) and Atacama Pacific (www.atacamapacific.com), respectively.
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.