- Closes Private Placement Financing for
$4.85M -
- Acquires 100% interest in the Back Forty Project -
TORONTO, Jan. 16, 2014 /CNW/ - Aquila Resources
Inc. (TSX: AQA) (OTCQX: AQARF) (FKT: JM4A) ("Aquila") and
REBgold Corporation (TSX.V: RBG) ("REBgold") announced today that
they have completed the following previously announced
transactions:
I.
|
a statutory plan of
arrangement, pursuant to which Aquila acquired 100% of the
outstanding shares of REBgold in exchange for Aquila shares on a
one-for-one basis (the "Arrangement");
|
II.
|
the acquisition of
100% of the shares of HudBay Michigan Inc. ("HMI"), effectively
giving Aquila 100% ownership in the Back Forty Project;
and
|
III.
|
the non-brokered
private placement of REBgold shares for gross proceeds of
approximately $4.85 million (the "REBgold Financing"). Pursuant to
the REBgold Financing, Baker Steel Capital Managers LLP, on behalf
of investment funds managed or controlled by it ("Baker Steel"),
invested $4.5 million of such gross proceeds. Proceeds from
the REBgold Financing will be used for general working capital and
to fund the next phase of development activity at Back
Forty.
|
Board of Directors & Management
With the
successful completion of the Arrangement, Aquila is now led by
Mark Burridge, Chairman, and
Barry Hildred, who will continue in
his capacity as Chief Executive Officer. Aquila's new management
team is comprised of:
Management
Team
|
Name
|
Position
|
Barry
Hildred
|
CEO
|
Louis Nagy
|
CFO
|
Tom
Quigley
|
VP
Exploration
|
Coen
Louwarts
|
VP Corporate
Development
|
Paul
Miller
|
VP
Metallurgy
|
Mark Burridge will also provide
advisory support to the management team in areas of business
development and corporate finance.
The Aquila board is now comprised of:
Board of
Directors
|
Name
|
Position
|
Mark
Burridge
|
Chairman
|
Barry
Hildred
|
Non-Independent
Director
|
Edward
Munden
|
Independent
Director
|
Peter
Bradshaw
|
Independent
Director
|
Peter
Secker
|
Independent
Director
|
Stephen
Fabian
|
Independent
Director
|
Due to limitations on the size of the Aquila board immediately
following closing of the Arrangement, it is intended that
Ed Guimaraes will be put forward as
a management nominee at Aquila's next annual general meeting of
shareholders. Until such time, Mr. Guimaraes will act as an advisor
to the Aquila board of directors.
Aquila and REBgold would like to thank the departing members of
both management teams and boards for all their efforts during their
tenure with Aquila and REBgold, and during this transitional
period. The incoming management team and board wish them the best
of luck in their future endeavors.
REBgold Financing
Pursuant to the REBgold Financing,
REBgold issued a total of 37,300,385 shares at a price of
$0.13 per share for gross proceeds of
approximately $4.85 million. All of
these shares were immediately exchanged for 37,300,385 Aquila
shares pursuant to the Arrangement. In connection with the issuance
of 2,285,000 REBgold shares for gross proceeds of $297,050 as part of the REBgold private
placement, REBgold paid broker compensation consisting of (i) a
cash commission equal to 7% of the gross proceeds related to such
subscriptions, and (ii) non-transferable broker warrants (the
"Broker Warrants") to purchase an aggregate of 159,950 REBgold
shares (representing 7% of the REBgold shares related to such
subscriptions) at a price of $0.15
per share for two years from the closing of the REBgold
Financing. As a result of completion of the Arrangement, each
Broker Warrant became exercisable for one Aquila share at a price
$0.15 per share.
Post-Closing Capital Structure
Immediately following
completion of the Arrangement and related transactions, there are
approximately 183 million common shares of Aquila outstanding and
27.8 million common shares exercisable through stock options,
convertible debentures and warrants.
Immediately prior to completion of the Arrangement and related
transactions, there were 64,825,568 REBgold shares outstanding
(including shares issued pursuant to the REBgold Financing). All of
these shares were exchanged for Aquila shares pursuant to the
Arrangement on a one-for-one basis. In connection with Aquila's
acquisition of HMI, Aquila issued 18,650,193 shares to HudBay
Minerals Inc. ("Hudbay") in satisfaction of the portion of the
purchase price for HMI that was payable on closing. Baker Steel is
now Aquila's largest shareholder and owns or controls 45,483,886
Aquila common shares or approximately 25% of the outstanding Aquila
common shares. Hudbay now owns or controls 33,017,758 Aquila common
shares or approximately 18% of the outstanding Aquila common
shares.
Impact of the Arrangement on REBgold
In connection
with the completion of the Arrangement, REBgold, as a wholly-owned
subsidiary of Aquila, will have its shares delisted from the TSX
Venture Exchange and will cease to be a reporting issuer.
The Toronto Stock Exchange neither approves nor disapproves
the information contained in this News Release.
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.
This press release contains certain forward-looking
statements. In certain cases, forward-looking statements can be
identified by the use of words such as "plans", "expects" or "does
not anticipate", or "believes", or variations of such words and
phrases or statements that certain actions, events or results
"may", "could", "would", "might" or "will be taken", "occur" or "be
achieved". Forward-looking statements and information are
subject to various known and unknown risks and uncertainties, many
of which are beyond the ability of Aquila and REBgold to control or
predict, that may cause their actual results, performance or
achievements to be materially different from those expressed or
implied thereby, and are developed based on assumptions about such
risks, uncertainties and other factors set out herein. Neither
Aquila nor REBgold undertakes any obligation to update
forward-looking information except as required by applicable law.
Such forward-looking information represents Aquila's and REBgold's
best judgment based on information currently available. No
forward-looking statement can be guaranteed and actual future
results may vary materially. Accordingly, readers are advised not
to place undue reliance on forward-looking statements or
information. Furthermore, mineral resources that are not mineral
reserves do not have demonstrated economic viability.
SOURCE REBgold Corporation