TORONTO, ONTARIO–(Marketwired – July 5, 2016) –
NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRE SERVICES
Rodinia Lithium Inc. (TSX VENTURE:RM) (“Rodinia” or the “Company”) has purchased 3,250,000 subscription receipts of Kombat Copper Inc. (TSX VENTURE:KBT) (“Subscription Receipts”) at a price of $0.08 per Subscription Receipt for a gross investment of $260,000 (the “Financing”).
Rodinia is also pleased to announce that it has received conditional approval from the TSX Venture Exchange (“TSXV”) for its proposed change of business from a junior resource issuer to an investment issuer (the “COB”). Final approval of the COB by the TSXV is conditional, among other things, on the common shareholders of Rodinia (the “Shareholders”) approving the COB at the upcoming annual and special meeting of common shareholders of Rodinia (the “Meeting”).
Kombat Copper Investment
Each Subscription Receipt will entitle Rodinia to acquire one common share of Kombat Copper (a “Share”) and one common share purchase warrant (a “Warrant”) automatically without any additional payment upon the completion of the following conditions:
- the Shareholders approving the COB at the Meeting; and
- the TSXV granting Rodinia final approval of the COB.
Each Warrant will entitle Rodinia to acquire one Share (a “Warrant Share”) at a price of $0.13 per Warrant Share at any time for before the date that is three years from the date of issue of the Warrants, subject to an acceleration provision whereby if after the expiry of the statutory hold period, the Shares trade at $0.30 or higher on the TSXV, on a volume weighted average basis for a period of 30 consecutive days, Kombat Copper shall have the right to accelerate the expiry date of the Warrants to the date that is 30 days after Kombat Copper issues a news release announcing that it has elected to exercise the acceleration right.
The gross proceeds from the Financing will be held in escrow pending satisfaction of the conditions precedent. If the conversion of the Subscription Receipts does not occur on or before 10 business days after the Meeting is held, Rodinia will be entitled to a return of its full subscription price.
The Subscription Receipts and the underlying securities will all be subject to a four month statutory hold period. Closing of the Financing remains subject to a number of conditions, including without limitation, receipt of all necessary regulatory approvals, including the approval of the TSXV.
Change of Business
As previously disclosed, the Meeting has been called for August 11, 2016. At the Meeting, the Shareholders will also be asked to: (i) approve the consolidation of the common shares in the capital of Rodinia (the “Common Shares”) on the basis of one post-consolidation Common Share for up to ten pre-consolidation Common Shares (the “Consolidation”); (ii) approve the change of name of the Company to “Routemaster Capital Inc.” (the “Name Change”); (iii) elect the directors of the Company for the ensuing year; (iv) re-approve the stock option plan of the Company; and (v) appoint the auditors of the Company.
The COB, the Consolidation and the Name Change are subject to acceptance of the TSXV. The COB requires the approval of the Shareholders by way of an ordinary resolution of the majority of the disinterested Shareholders present in person or represented by proxy at the Meeting. The Consolidation and the Name Change require the approval of the Shareholders of Rodinia by way of a special resolution of two-thirds of the Shareholders present in person or represented by proxy at the Meeting.
Currently, a total of 166,674,784 Common Shares are issued and outstanding. Accordingly, if the Consolidation is put into effect, a total of approximately 16,667,478 post-Consolidation Common Shares would be issued and outstanding, assuming there are no other changes in the issued capital of the Company. The board of directors of Rodinia believe that the proposed Consolidation is in the best interests of the Company and will better position the Company to access the capital markets should further funds be required in the future.
A management information circular (the “Circular”) will be mailed to Shareholders in connection with the Meeting and will provide additional information with respect to the matters to be considered at the Meeting.
Other Information
Completion of the COB is subject to a number of conditions, including TSXV acceptance and Shareholder approval. The COB cannot close until the required Shareholder approval is obtained. There can be no assurance that the COB will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the Circular to be prepared in connection with the COB, any information released or received with respect to the COB may not be accurate or complete and should not be relied upon. Trading in the securities of the Company should be considered highly speculative.
The TSXV has in no way passed upon the merits of the COB and has neither approved nor disapproved the contents of this press release.
About Rodinia Lithium Inc.:
Rodinia Lithium Inc. is a Canadian mineral exploration and development company.
FORWARD LOOKING STATEMENTS: This news release contains certain forward-looking statements, including statements regarding the COB, the Meeting, the Financing, the Consolidation, the Name Change, the conversion of the Subscription Receipts, the need for and ability to finance the Company in the future and the TSXV granting approval of the COB. These statements are subject to a number of risks and uncertainties. Actual results may differ materially from results contemplated by the forward-looking statements. When relying on forward-looking statements to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and should not place undue reliance on such forward-looking statements. The Company does not undertake to update any forward looking statements, oral or written, made by itself or on its behalf, except as required by applicable law.
The securities referred to in this news release have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any applicable securities laws of any state of the United States, and may not be offered or sold within the United States unless registered under the U.S. Securities Act and any other applicable securities laws of the United States or an exemption from such registration requirements is available. This news release does not constitute an offer to sell or a solicitation of an offer to buy any of these securities within any jurisdiction, including the United States.
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.
Fred Leigh
President and Chief Executive Officer
+1 (416) 861-5933
