Reservoir Capital Announces Definitive Arrangement Agreement with Reservoir Minerals Inc.
14 September 2011 - 7:37AM
Marketwired
Reservoir Capital Corp. (TSX VENTURE: REO)(FRANKFURT: ROC)(BERLIN:
ROC) ("Reservoir" or the "Company") is pleased to announce that it
has executed a definitive arrangement agreement regarding the
previously announced re-organization of its business components
into two separately listed public corporations by the spin-out of
certain Serbian mineral exploration permits to Reservoir Minerals
Inc. ("Minerals"), by means of a plan of arrangement pursuant to
the Business Corporations Act (British Columbia) (the "Spin-out
Transaction"). The Spin-out Transaction will be effected by the
transfer to Minerals of three indirectly held subsidiaries of
Reservoir that hold such permits. Shareholders of the Company at
the effective time of the arrangement will be entitled to receive
their pro-rata portion of 9,000,000 common shares of Minerals
("Minerals Shares") to be issued pursuant to the Spin-out
Transaction as a return of capital. On completion of the Spin-out
Transaction, Minerals will have approximately 26.1 million Minerals
Shares outstanding.
Further details of the Spin-out Transaction are set out in
Reservoir's news release dated March 25, 2011, which is available
on Reservoir's website at www.reservoircapitalcorp.com and on SEDAR
at www.SEDAR.com. The closing of the Spin-out Transaction is
subject to a number of conditions including obtaining all required
regulatory approvals.
Reservoir has also received approval from the Supreme Court of
British Columbia to call a shareholder meeting to approve the
transaction. The meeting will be held on October 11, 2011 at 10:00
a.m. at 501-543 Granville Street, Vancouver, British Columbia. An
information circular containing details on the transaction is
expected to be mailed shortly and once mailed, will also be
available on SEDAR at www.SEDAR.com.
About the Company
Reservoir is a renewable energy company, engaged in development
of a 58.4 MW hydroelectric project at Brodarevo in southwest
Serbia. Reservoir holds four geothermal exploration licenses in
Serbia and has applied for three hydroelectric licenses on the
Cehotina River in Bosnia (17.75 MW) and one to develop a 32 MW
project from an existing reservoir dam at Vrutci in Serbia. The
Company holds a portfolio of 8 precious and base metal exploration
properties in Serbia, that are the subject of the Spin-out
Transaction. Reservoir's common shares trade on the TSX Venture
Exchange (symbol "REO") and on the Frankfurt and Berlin Exchanges
(symbol "ROC").
For further information on Reservoir Capital Corp., please
consult the Company's website www.reservoircapitalcorp.com.
Except for statements of historical fact relating to the
Company, some statements in this news release contain
forward-looking statements and information ("forward-looking
statements"). Forward-looking statements are frequently
characterized by words such as "plan", "expect", "project",
"intent", "believe", "anticipate" and other similar words, or
statements that certain events or conditions "may" or "will" occur.
Forward-looking statements are based on the opinions and estimates
of management at the date the statements are made, and are subject
to a variety of risks and uncertainties and other factors that
could cause actual events or results to differ materially from
those projected in the forward-looking statements. These statements
include, but are not limited to, statements with respect to the
intention of the parties to complete the Spin-out Transaction,
expected effect of the proposed Spin-out Transaction, the timing of
the meeting of shareholders of Reservoir with respect to the
Arrangement among other things, the receipt of any shareholder and
regulatory approvals for the Spin-out Transaction and the number of
Minerals Shares outstanding upon completion of the Spin-out
Transaction. These statements address future events and conditions
and, as such, involve known and unknown risks, uncertainties and
other factors which may cause the actual results, performance or
achievements to be materially different from any future results,
performance or achievements expressed or implied by the statements.
Such factors and assumptions include, among others, the effects of
general economic conditions, the price of natural resources,
changing foreign exchange rates and actions by government
authorities, uncertainties associated with legal proceedings and
negotiations and misjudgements in the course of preparing
forward-looking information. In addition, there are known and
unknown risk factors which could cause the Company's actual
results, performance or achievements to differ materially from any
future results, performance or achievements expressed or implied by
the forward-looking statements. Known risk
factors include risks associated with the ability obtain any
necessary approvals, waivers, consents and other requirements
necessary or desirable to permit or facilitate the Spin-out
Transaction; the risks that any applicable conditions of the
proposed transaction may not be satisfied, risks associated with
project development; the need for additional financing; operational
risks associated with mining and mineral processing; the
uncertainties involved in interpreting drilling results and other
ecological data; fluctuating metal prices; the possibility of
project cost overruns or unanticipated costs and expenses;
uncertainties relating to the availability and costs of financing
needed in the future; title matters; environmental liability claims
and insurance; reliance on key personnel; the potential for
conflicts of interest among certain officers, directors or
promoters of the Company with certain other projects; currency
fluctuations; competition; dilution; the volatility of the
Company's common share price and volume; tax consequences to
investors; and other factors described in the section entitled
"Risks" in the Company's Management's Discussion and Analysis for
the year ended April 30, 2011 and other risks and uncertainties.
Forward-looking statements are made based on management's beliefs,
estimates and opinions on the date that statements are made and the
Company undertakes no obligation to update forward-looking
statements if these beliefs, estimates and opinions or other
circumstances should change, expect as required by applicable
securities law. Circumstances or management's estimates or opinions
could change. The reader is cautioned not to place undue reliance
on forward-looking statements.
Neither the TSX Venture Exchange nor its Regulation Service
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
Contacts: Reservoir Capital Corp. Chris MacIntyre
+1.416.703.0010 cmacintyre@reservoircapitalcorp.com
www.reservoircapitalcorp.com
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