The Arrangement must be approved by the
Under the Arrangement, Shareholders as of the effective date will receive new common shares of Rokmaster (each, a "New Rokmaster Share") and common shares of
Holders of options and warrants of Rokmaster will be entitled to receive, upon exercise of an option or warrant for the same aggregate consideration, one New Rokmaster Share and 0.125 of a SpinCo Share (rounded down to the next whole number of SpinCo Shares) in lieu of each Existing Rokmaster Share such holder otherwise would have been entitled to receive, subject to applicable adjustments pursuant to the Company's stock option plan, the relevant stock option agreements or certificates representing the warrants, as applicable.
Completion of the Arrangement is subject to several conditions, including the following:
a. Regulatory and Shareholder approvals;
b. Final order of the Court approving the Arrangement; and
c. Completion of a financing to raise working capital for 4Metals.
Additional details of the Arrangement will be included in an information circular to be mailed to Shareholders. The Spin-Out is expected to close on such date to be determined after the Meeting, subject to the satisfaction of all conditions precedent and receipt of all necessary approvals.
On Behalf of the Board of Directors of
President & Chief Executive Officer.
Neither
CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS: This news release may contain forward-looking information within the meaning of applicable securities laws ("forward-looking statements"). Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects," "plans," "anticipates," "believes," "intends," "estimates," 'projects," "potential" and similar expressions, or that events or conditions "will," "would," "may," "could" or "should" occur. These forward-looking statements are subject to a variety of risks and uncertainties which could cause actual events or results to differ materially from those reflected in the forward-looking statements, including, without limitation: receipt of regulatory, Court and Shareholder approvals; successful completion of the Arrangement and related transactions; risks related to fluctuations in metal prices; uncertainties related to raising sufficient financing, for working capital and to fund the planned work, in a timely manner and on acceptable terms; changes in planned work resulting from weather, logistical, technical or other factors; the possibility that results of work will not fulfill expectations and realize the perceived potential of the Company's properties; risk of accidents, equipment breakdowns and labour disputes or other unanticipated difficulties or interruptions; the possibility of cost overruns or unanticipated expenses in the work program; the risk of environmental contamination or damage resulting from Rokmaster's or
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