TORONTO, Dec. 30, 2013 /CNW/ - Aquila Resources Inc. (TSX: AQA) (OTCQX: AQARF) (FKT: JM4A) ("Aquila") and REBgold Corporation (TSX.V: RBG) ("REBgold") are pleased to announce that, at special
meetings of their respective shareholders held earlier today (each a
"Meeting"), their respective shareholders overwhelmingly approved all
resolutions relating to the previously announced plan of arrangement
involving Aquila and REBgold (the "Arrangement") and the proposed
acquisition by Aquila of the 51% interest in the Back Forty project in
Michigan currently held by HudBay Minerals Inc.
At the REBgold Meeting, (i) the Arrangement was approved by 99.94% of
the votes cast by REBgold shareholders present in person or by proxy at
the Meeting, (ii) the participation by investment funds managed or
controlled by Baker Steel Capital Managers LLP ("Baker Steel") in a
non-brokered private placement of REBgold shares of a minimum of $4
million and a maximum of $6 million at a price of $0.13 per share was
approved by 90.62% of the votes cast by REBgold shareholders present in
person or by proxy at the Meeting other than Baker Steel, and (iii) the
reduction of the stated capital of the REBgold shares was approved by
99.94% of the votes cast by REBgold shareholders present in person or
by proxy at the Meeting.
At the Aquila Meeting, (i) the issuance of Aquila shares in connection
with the Arrangement was approved by 99.98% of the votes cast by Aquila
shareholders present in person or by proxy at the Meeting, (ii) the
acquisition of all of the issued and outstanding shares of HudBay
Michigan Inc. from HudBay Minerals Inc. was approved by 99.92% of the
votes cast by Aquila shareholders present in person or by proxy at the
Meeting other than Hudbay Minerals Inc., (iii) the granting of stock
options to certain directors, officers and service providers of Aquila
and REBgold who will be continuing with Aquila following the completion
of the Arrangement was approved by 99.84% of the votes cast by Aquila
shareholders present in person or by proxy at the Meeting other than
the directors, officers and eligible service providers who will receive
such stock options, and (iv) the issuance of debt satisfaction and
compensation shares to certain directors, officers and service
providers of Aquila and REBgold who will be continuing with Aquila
following the completion of the Arrangement was approved by 99.87% of
the votes cast by Aquila shareholders present in person or by proxy at
the Meeting other than the directors, officers and eligible service
providers who will receive such debt satisfaction and compensation
shares.
Completion of the Transactions
Aquila and REBgold expect that the transactions will be completed in mid
January 2014. The transactions are conditional upon, among other
things, receipt of all required court and stock exchange approvals, and
completion of REBgold's non-brokered private placement of common shares
for gross proceeds of between $4 million and $6 million at a price of
$0.13 per share. Baker Steel, on behalf of investment funds managed or
controlled by it, has agreed to subscribe for $4.5 million of the
common shares offered pursuant to the private placement.
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 include, but are not limited to, statements with
respect to the transactions contemplated by this press release and the
receipt of the requisite regulatory and court approvals in respect
thereof. 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 may be
materially different from those expressed or implied thereby, and are
developed based on assumptions about such risks, uncertainties and
other factors set out here in, including but not limited to: the risk
that the transactions described in the press release will not be
approved by the TSX, the TSXV and/or the court, as applicable; risks
and uncertainties related to the transactions not being completed in
the event that the conditions precedent thereto are not satisfied and
other related risks and uncertainties. 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 Aquila Resources Inc.