RBI Ventures Ltd. V.RBI.H

Consolidation

[Massey7]

On Sedar - 25 to 1 consolidation vote at AGM

[Amostock89]

What does that mean

[casse]

Recently one junk ticker that I had did 2 R/S, one just before the RTO and the other R/S as part of the RTO for a total of 625 to 1, but even with that I'm pretty sure that I'll make some profit at some point in time with that new company. So a 25 to 1 is really not that bad, it will depend on the type of business they are looking at.

[ShellsRFun69]

... the proxy says they wish to approve a consolidation up to 25 old for 1 new. They also give themselves the flexibility to abolish the consolidation all together if management deems to be unnecessary. Seems like a bit of a scare tactic to spook out nervous shareholders. They didn't have to put this proxy out other than to bring/draw attention to the threat/possibility of a big roll back

[rahtid]

Shells, they did have to put out an additional proxy because the new articles do not address share consolidations. Because it will be effectively a new company they need shareholder approval for any initial consolidation. Also expect the large consolidation so that they can issue new shares at a reasonable discount to the new company directors when they come on board. Existing shareholders are

[BigPop18]

Rahtid : This is my first RTO so bare with me. Am I understand this right? You wrote: " because it will be effectively a new company they need shareholders approval for any initial consolidation. Also expect a large consolidation so that they can issue new shares at a reasonable discount to the new company directors when they come on board ". My question : Is Hugh Notman running this new

[rahtid]

Hi BigPop. Right now RB is a shell company with no cash or business. Yes there's a possibility of Hugh and friends creating a new company from scratch but it rarely happens and they would have presented this arrangement to be voted on before the meeting. An RTO is a private business looking to choose from many shell companies which one can provide them the best opportunity to go public. The

[ShellsRFun69]

... allow me to try to explain keeping in mind I am a novice investor. First if all, there is no RTO as of yet. RB.H is simply a shell at this time. Nothing more, nothing less. It is true that with the current articles of incorporation, RB.H required shareholder approval for a consolidation to happen. But under the proposed schedule outlining new Articles of Incorporation as detailed Management

[BigPop18]

Thank you both for your input. I feel confident that Huge will protect his own interests thus protecting ours. I was going to add to my already large position this morning but decided that would just be gambling so I bought KHRN instead. I can't wait until June 4th and the inevitable RTO which will eventually happen. Good luck to all. No guts, No glory but No capital, No game. Cheers.

[Jasonthevet]

Shells I have to admit your responses are quite informative. Without knowing you are a small shareholder (relative to some of us) I would presume you hold a very large position in this company. Thanks for your dd that you provide to all of us. I think all of us Rb shareholders with sell at a very healthy profit when this reverse merges with another company. GLTA

[rahtid]

Shells, you're partially right about the lack of approval required for share consolidation. The limitation is if there is a consolidation of more than 1 for 10 in any two year period, then shareholder approval is needed and Russell has not filed new articles since 2013 nor requested a consolidation since then. It tells me that at least a 1 for 10 is likely.

[ShellsRFun69]

Schedule B (section 9 I beieve) says no such thing. Ifbwhat you are sayingnisbcorrect, it must be in the Business Corporations Act. That said, I am a novice investor so don’t listen to me. I do find it interesting that share price is holding in there despite threat of “up to 25:1” share consolidation proxy vote coming out yesterday. Again, don’t listen to me. I am a novice investor

[rahtid]

You're right that they can make changes without shareholder approval, but that would only happen after the Articles are approved at the June meeting.  I'm referencing the TMX Venture Exchange Policy 5.8, Section 7.1. Remember that anything the company decides to do still has to be approved by the Exchange.

[ShellsRFun69]

... that’s kind of what I am getting at. If a deal is not imminent, then wait until June 4 to approve the resolutions including the new articles which allow management to consolidate going forward without seeking shareholder approval and move on. Exchange approval for a consolidation would pretty much be a rubber stamp. I can’t think of a reason the exchange wouldn’t approve a rollback. There

[rahtid]

Yes Shells, the way things are setting up, I kind of think this is probably going to be halted before the year's out.

[casse]

Shell, You can be sure that there will be an R/S (float is too high right now for a new Co.) but like I said 25 to 1 is nothing if they have a good business.

[ShellsRFun69]

... yes, I am fully aware that a share consolidation is likely. But this proxy vote wasn't necessary the way I read things. They could have voted in favour of the initial resolutions and the new aritciles of incorpation. Once the new articles were approved, the board of directors could have put a share consolidation through without going to shareholders for approval. This proxy vote was not

[BigPop18]

I agree with Shells. That was pointed out before. They didn't need shareholders permission to consolidate. A 25:1 would reduce the o/s count to 3.5 million. Is that really necessary? The company they have in mind must be worth a heck of a lot because I can't imagine Hugh reducing his position to 700,000 shares for peanuts.

[Jasonthevet]

ya'll need to chill. There will not be a split for 25:1. I guess maybe 10:1....max