TORONTO, ONTARIO--(Marketwired - April 15, 2015) -
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Royal Road Minerals Limited (formerly Tigris Resources Limited) (the "Company"), is pleased to announce that, further to the news releases dated September 15, 2014, October 30, 2014, and March 19, 2015 of Kirkcaldy Capital Corp. (TSX VENTURE:KRK.H) ("Kirkcaldy"), the Company has completed the previously announced business combination (the "Arrangement") by way of an arrangement under the Business Corporations Act (Alberta) ("ABCA") involving Kirkcaldy, the securityholders of Kirkcaldy, the Company, Royal Road Canada Minerals Limited ("Tigris Subco"), and the securityholders of Tigris Subco, as the "Qualifying Transaction" (as such term is defined within the meaning of Policy 2.4 of the TSX Venture Exchange (the "Exchange")) of Kirkcaldy, which was a "capital pool company" as such term is defined in the policies of the Exchange.
Effective April 15, 2015, and in accordance with the arrangement agreement (the "Arrangement Agreement") dated March 12, 2015 among the Company, Tigris Subco, and Kirkcaldy, Kirkcaldy and Tigris Subco amalgamated under the ABCA to form "Royal Road Minerals Canada Limited" ("Amalco"), a wholly-owned subsidiary of the Company, and upon such amalgamation:
- each common share in the capital of Tigris Subco ("Tigris Subco Shares"), each warrant of Tigris Subco exercisable into Tigris Subco Shares ("Tigris Subco Warrants") and each warrant of Tigris Subco exercisable into Tigris Subco Shares and issued to finders ("Tigris Subco Finders Warrants") under the Private Placement (as defined below) were exchanged such that each holder of Tigris Subco Shares was issued 0.5 of an ordinary share of the Company (an "Ordinary Share") for each Tigris Subco Share held, each holder of Tigris Subco Warrants was issued a warrant (a "Tigris Replacement Warrant") to acquire a number of Ordinary Shares equal to the number of Tigris Subco Shares underlying the Tigris Subco Warrant after giving effect to the Consolidation (defined below), and each holder of Tigris Subco Finders Warrants was issued a warrant (a "Tigris Replacement Finders Warrant") to acquire a number of Ordinary Shares equal to the number of Tigris Subco Shares underlying the Tigris Subco Finder Warrants after giving effect to the Consolidation (defined below);
- each common share in the capital of Kirkcaldy ("Kirkcaldy Shares") and each outstanding option of Kirkcaldy to purchase Kirkcaldy Shares ("Kirkcaldy Options") was exchanged such that each holder of Kirkcaldy Shares was issued 0.5 of an Ordinary Share for each Kirkcaldy Share held and each holder of Kirkcaldy Options was granted an option to acquire a number of Ordinary Share equal to the number of Kirkcaldy Shares underlying the Kirkcaldy Options multiplied by 0.5; and
- each Tigris Subco Share outstanding that was held by the Company was cancelled and the Company was issued an aggregate of one (1) share of Amalco in consideration for (A) all Ordinary Shares issued to former holders of Kirkcaldy Shares and former holders of Tigris Subco Shares, and (B) the cancellation of all Tigris Subco Shares held by the Company immediately prior to effecting the Arrangement.
Prior to the Arrangement, the Company consolidated the Ordinary Shares on a 2 for 1 basis (the "Consolidation"), and changed its name from Tigris Resources Limited to Royal Road Minerals Limited.
The Arrangement was approval by the Court of Queen's Bench of Alberta pursuant to a final order dated April 15, 2015, and was approved by the securityholders of Kirkcaldy on April 14, 2015, and by the securityholders of Tigris Subco on April 10, 2015. The shareholders of the Company approved the Company's name change and the Consolidation, among other things, on April 10, 2015. The Exchange also conditionally approved the Arrangement as Kirkcaldy's "Qualifying Transaction" and the listing of the Ordinary Shares on the Exchange, subject to the satisfaction of standard listing conditions. Subject to the satisfaction of such conditions, the effect of the Arrangement is that Kirkcaldy ceases to be a reporting issuer and its common shares cease to be listed on the Exchange, Amalco is Kirkcaldy's successor and is a wholly-owned subsidiary of the Company, the Ordinary Shares of the Company will be listed for trading on the Exchange, and former securityholders of Kirkcaldy instead hold securities of the Company.
Private Placement
In connection with the Arrangement, on December 11, 2014, Tigris Subco completed a non-brokered private placement (the "Private Placement") pursuant to which it issued and sold 8,787,531 units of Tigris Subco ("Tigris Subco Units") at a price of $0.15 per Tigris Subco Unit for aggregate gross proceeds of $1,318,130. Each Tigris Subco Unit consisted of one Tigris Subco Share and one Tigris Subco Warrant. The gross proceeds from the Private Placement were placed with an escrow agent and held until the satisfaction of certain "Escrow Release Conditions" which included, among other things, receipt of all necessary regulatory and shareholder approvals required for completion of the Arrangement. Upon satisfaction of the Escrow Release Conditions the gross proceeds from the Private Placement were released to Tigris Subco prior to effecting the Arrangement.
Cautionary statements
Neither 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 news release contains certain "forward-looking information" within the meaning of applicable securities law. Forward looking information is frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate", "may", "will", "would", "potential", "proposed" and other similar words, or statements that certain events or conditions "may" or "will" occur. These statements are only predictions. Forward-looking information is based on the opinions and estimates of management at the date the information is provided, and is 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 information. For a description of the risks and uncertainties facing the Company and its business and affairs, readers should refer to the Company's information circular dated March 17, 2015 under the heading "Risk Factors". Unless required by law, the Company undertakes no obligation to update forward-looking information if circumstances or management's estimates or opinions should change. The reader is cautioned not to place undue reliance on forward-looking information.
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