TORONTO, ONTARIO–(Marketwired – June 28, 2016) – Rodinia Lithium Inc. (TSX VENTURE:RM) (“Rodinia” or the “Company”) has entered into an agreement with Kombat Copper Inc. (TSX VENTURE:KBT) (“Kombat Copper”) to subscribe for, on a non-brokered private placement basis, 3,250,000 subscription receipts (“Subscription Receipts”) at a price of $0.08 per Subscription Receipt for a gross investment of $260,000 (the “Financing”).
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 common shareholders of Rodinia approving Rodinia’s proposed change of business (the “COB”) to a tier 2 investment company under the rules of the TSX Venture Exchange (“TSXV”) at a special meeting of the common shareholders of Rodinia to approve the COB (the “Rodinia Shareholders’ Meeting”); and
- The TSXV granting Rodina 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, subject to an acceleration provision whereby in the event that at any time 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 Rodinia Shareholders’ 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 is expected to occur on or about June 30, 2016 and 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
An annual and special meeting of the common shareholders of the Corporation has been called for August 11, 2016 to approve the COB. A management information circular (the “Circular”) will be mailed to shareholders in connection with 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 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 timing of the shareholders meeting, the Financing, the conversion of the Subscription Receipts 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.
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