NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.
For Immediate release.
June 14, 2018
Toronto, Ontario ‐ Rio2 Limited (“Rio2”) (TSXV:RIO) and Atacama Pacific Gold Corporation (“Atacama Pacific”) (TSXV:ATM) are pleased to announce that an interim order from the Ontario Superior Court of Justice (the "Interim Order") has been obtained by Rio2 and Atacama Pacific in connection with the proposed business combination of Rio2 and Atacama Pacific by way of plan of arrangement (the "Arrangement") announced on May 14, 2018.
The Interim Order, among other things, authorizes Rio2 and Atacama Pacific to call and hold special meetings of their respective shareholders to approve the Arrangement under the Business Corporations Act (Ontario) (the “OBCA”). The special meeting of the holders of common shares of Rio2 will be held on July 16, 2018 at the offices of DLA Piper (Canada) LLP, Suite 6000, 100 King St W, Toronto, Ontario M5X 1E2, at 9:00 a.m. (Toronto time). The special meeting of the holders of common shares of Atacama Pacific will be held on July 16, 2018 at the offices of Stikeman Elliott LLP located at 5300 Commerce Court West, 199 Bay Street, Toronto, Ontario, M5L 1B9 at 10:00 a.m. (Toronto time).
In connection with the Arrangement, at the Rio2 special meeting, Rio2 shareholders will also be asked to approve an ordinary resolution approving the adoption of a new stock option plan and a new share incentive plan for the issuer resulting from the Arrangement, to be known as “Rio2 Limited”, with effect from completion of the Arrangement. In addition, at the Atacama Pacific special meeting, Atacama shareholders will also be asked to approve a special resolution authorizing the continuance of Atacama Pacific under the OBCA and an ordinary resolution approving 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 full text of the resolutions and a more detailed description of the Arrangement, the new stock option plan and the new share incentive plan will be included in the Circular.
The record date for determining the shareholders of each of Rio2 and Atacama Pacific entitled to receive notice and to vote at the respective special meetings of shareholders has been fixed to be the close of business on June 8, 2018 as will be more particularly described in the joint management information circular (the “Circular”) of Rio2 and Atacama Pacific. All shareholders entitled to vote are encouraged to vote in person or by proxy at the special meetings.
In connection with the special meetings, Rio2 and Atacama Pacific will mail the Circular, together with the letters of transmittal and related proxy materials to their respective shareholders. The Circular, the letters of transmittal and related proxy materials will also be available on SEDAR under profile 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 alexb@rio2mining.com 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 CEO Phone: 416.861.8267 Email: chansen@atacamapacific.com
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 special meetings of shareholders of each of Rio2 and Atacama Pacific. 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; a superior proposal for Atacama Pacific has not been accepted; and the failure to obtain approval of the shareholders of Rio2 or Atacama Pacific, the non‐satisfaction or waiver of which may result in the termination of the arrangement agreement.
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 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 are, and the Circular, will be 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.