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For Immediate release
July 3, 2018
Toronto, Ontario ‐ Atacama Pacific Gold Corporation (“Atacama”) (TSXV:ATM) and Rio2 Limited (“Rio2”) (TSXV:RIO) wish to provide an update to the joint management information circular (the “Circular”) of Rio2 and Atacama and the voting requirements for the Atacama shareholder meeting. Both the Rio2 and Atacama shareholder meetings will be held on July 16, 2018 and closing of the transaction is expected on July 24, 2018.
Atacama clarifies that an additional 227,000 votes (0.27%) which are attached to Atacama Shares owned by Thomas Pladsen, its Chief Financial Officer, will be excluded for purposes of calculating majority of minority approval for purposes of Multilateral Instrument 61‐101 (“MI 61‐101”). Mr. Pladsen is deemed to own Atacama Shares issuable upon exercise of vested, but unexercised options, and therefore holds more than one percent (1%) of the outstanding Atacama Shares. As a result of the change of control provisions in his employment agreement with Atacama, he is therefore entitled to a “collateral benefit” and is an “interested party” for purposes of MI 61‐101 as the value of his change of his collateral benefit is greater than five percent of the amount of consideration that he is entitled to receive pursuant to the Arrangement in exchange for the equity securities owned by him. The aggregate amount of excluded votes for majority of minority purposes is therefore is 1,806,633 votes (together with 1,579,633 Atacama Shares held by Carl Hansen as disclosed in Circular), which represent in the aggregate, 2.1% of the total votes to be cast at the Atacama shareholder meeting.
In addition, Atacama clarifies that there have been no prior valuations of Atacama Shares in the 24 months prior to the announcement of the Arrangement, that all Atacama Options were fully vested prior to the announced of the Arrangement and that no Atacama Options will vest as a consequence of the Arrangement. Atacama Options are not being included in the Arrangement and all will, in accordance with their terms, be exercisable for the number of Amalco Shares that the holder would have been entitled to receive if the holder was a holder of the Atacama Shares immediately prior to the effectiveness of the Arrangement.
The Circular is available on SEDAR under the profile of each of Rio2 and Atacama at www.sedar.com. Capitalized terms reference in this press release and not defined herein are defined in the Circular.
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 email@example.com Phone: 416.570.3155
ABOUT ATACAMA PACIFIC GOLD CORPORATION
Atacama’s business is the acquisition, exploration and development of precious metals resources properties in Chile. Atacama’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 CEO Phone: 416.861.8267 Email: firstname.lastname@example.org
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