Royal Roads and Buchans River proceed with the business combination
in response toby
posted on May 02, 2008 04:44AM
Royal Roads Corp. is a Halifax, Nova Scotia, Canada based exploration and development company focused on its gold and base metal properties in central Newfoundland, particularly, the famous Buchans Mining Camp.
Trading Symbol: RRO - TSX-V Trading Symbol: BUV - TSX-V
Shares Outstanding: 73,681,909 Shares Outstanding: 33,694,557
HALIFAX, May 2 /CNW/ - Royal Roads Corp. (RRO-TSX-V) ("Royal Roads") and Buchans River Ltd. (BUV-TSX-V) ("Buchans River") are pleased to announce that their respective boards of directors approved a binding agreement to combine their assets and operations ("Agreement"). The Agreement provides that the business combination will be implemented by way of a plan of arrangement ("Arrangement") pursuant to theCanada Business Corporations Act whereby all outstanding securities of Buchans River not already owned by Royal Roads will be exchanged for common shares, common share purchase warrants and options of Royal Roads.
Highlights of the Arrangement
Under the terms of the Agreement, shareholders of Buchans River will receive 1.55 common shares of Royal Roads in exchange for each common share of Buchans River they own on the effective date of the Arrangement ("Effective Date"). In addition, all warrants and stock options of Buchans River outstanding on the Effective Date will be exchanged for economically equivalent warrants and options ofRoyal Roads, based upon the same exchange ratio.
The Agreement includes a commitment by Buchans River not to solicit alternate transactions to the Arrangement. In addition, Buchans River has granted a right toRoyal Roads to match any unsolicited competing certain circumstances offer and a break fee of $300,000 payable by Buchans River if the Arrangement is not completed in certain circumstances.
Completion of the Arrangement is subject to satisfaction of a number of conditions, including, but not limited to, the negotiation and execution of a definitive agreement, and the receipt of all necessary regulatory, court and shareholder approvals.
Warren MacLeod, President and CEO of both Royal Roads and Buchans River, stated: "This transaction between Royal Roads and its 26.39% affiliate, Buchans River, is a logical next step to create a much stronger position to advance the exploration and development efforts on the mineral properties controlled by these companies in Newfoundland and Labrador. We are optimistic that the combination of the two companies will create greater value for all of our shareholders, many of whom are common between the two companies."
Royal Roads and Buchans River will keep shareholders updated on the progress of the proposed Arrangement as developments warrant.
About Royal Roads and Buchans River
Royal Roads is a resource company based in Halifax, Nova Scotia, Canada and is focused on exploring and developing base metal properties in central Newfoundland and Labrador, Canada. Buchans River, its 26.39% owned subsidiary, is also based in Halifax, Nova Scotia, Canada and is focused on exploring and developing base metal properties in the famous Buchans mining camp in central Newfoundland and Labrador,Canada. Together, Royal Roads and Buchans River control a total of 33,700 hectares within central Newfoundland and Labrador's Victoria Lake and Buchans mining camps, including the historic Buchans mine (owned by Buchans River) and the Daniels Pond deposit (owned by Royal Roads ). Buchans River also controls several exploration properties outside of the Buchans camp, including several under joint venture to Prominex Resource Corp. (PXR - TSX-V) and Playfair Mining Ltd. (PLY - TSX-V), which are being actively explored.Royal Roads is 44.40% controlled by Acadian Mining Corp., a Halifax based resource company developing gold and base metal properties, including the Scotia Mine (lead and zinc) in Nova Scotia.
Forward Looking Statements
Certain information regarding the Royal Roads and Buchans River contained herein may constitute forward-looking statements within the meaning of applicable securities laws. Forward-looking statements may include estimates, plans, expectations, opinions, forecasts, projections, guidance or other statements that are not statements of fact. AlthoughRoyal Roads and Buchans River believe that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. Both companies caution that actual performance will be affected by a number of factors, many of which are beyondRoyal Roads and/or Buchans River's control, and that future events and results may vary substantially from what both companies currently foresee.Royal Roads and Buchans River's forward-looking statements are expressly qualified in their entirety by this cautionary statement.
The TSX Venture Exchange does not accept responsibility for the adequacy
or accuracy of this release.
For further information: Warren G. MacLeod, President & CEO of Royal Roads and Buchans River; David Felderhof, Vice-President of Royal Roads and Buchans River, (902) 444-3637, Halifax, Nova Scotia