Toronto, Ontario--(Newsfile Corp. - September 3, 2021) - Rio Verde Industries Inc. ("Rio Verde" or the "Company") is pleased to announce that it has entered into an arrangement agreement (the "Arrangement Agreement") on August 26, 2021 with its wholly-owned subsidiaries, 1319472 B.C. Ltd., 1319651 B.C. Ltd., 1319732 B.C. Ltd., 1319735 B.C. Ltd., 1319738 B.C. Ltd., 1319741 B.C. Ltd., and 1319743 B.C. Ltd. (each a "RV Sub"; collectively, the "RV Subs") pursuant to which the parties intend to complete a court approved statutory plan of arrangement under the Business Corporations Act (British Columbia) (the "Plan of Arrangement"). Additionally, the Company is pleased to announce that it has received an interim order from the Supreme Court of British Columbia (the "Court") on September 1, 2021 (the "Interim Order"), which provides for, among other things, the holding of the special meeting (the "Meeting") of shareholders of the Company (the "Shareholders") to approve the Plan of Arrangement. The Interim Order also set out other conditions that must be met for the Company to apply for a final order of the Court (the "Final Order") to approve the Plan of Arrangement.
The Meeting will be held on October 4, 2021 at 4:00 p.m. (Eastern Standard Time) at 1 Adelaide Street East, Suite 801, Toronto, Ontario, M5C 2V9. Shareholders will be asked to consider and vote upon a special resolution approving the Plan of Arrangement. Only Shareholders of record at the close of business on August 26, 2021 will be entitled to vote at the Meeting. The Plan of Arrangement is subject to Shareholder approval of not less than 66 2/3% of the votes cast at the Meeting.
Board of Directors' Recommendation
Following consultation with the Company's financial and legal advisor, the board of directors (the "Board") approved the Plan of Arrangement, concluding that it is in the best interest of the Company and the Shareholders. The Board recommends that Shareholders vote in favour of the Plan of Arrangement at the Meeting. In reaching this conclusion, the Board considered, among other things, the benefits to the Company and the Shareholders, as well as the financial position, opportunities and outlook for the future potential and operating performance of the Company and the RV Subs.
The Arrangement is also subject to the receipt of the Final Order of the Court, which the Company will seek after the Company receives the required approval of the Shareholders at the Meeting. The hearing in respect of the Final Order is currently anticipated to take place on October 8, 2021 at 9:45 a.m. (Pacific Standard Time).
On behalf of the Board of Directors
Chief Executive Officer, & Director
T: 416 481 2222
No recognized securities exchange accepts responsibility for the adequacy of this press release, which has been prepared by management of the Company.
Cautionary Note Regarding Forwarding-Looking Statements
All statements in this press release, other than statements of historical fact, are "forward-looking information" with respect to the Company within the meaning of applicable securities laws. Forward-looking information is frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate" and other similar words, or statements that certain events or conditions "may" or "will" occur. All statements, other than statements of historical fact, included herein, including without limitation, statements regarding the expected timeline and date of the hearing to obtain the Final Order; the completion of the Plan of Arrangement; the Meeting; the ability of the Company to obtain Shareholder approval; the hearing to obtain the Final Order; the ability of the Company to obtain a Final Order; the anticipated benefits of the Plan of Arrangement; the ability of the Company to satisfy, in a timely manner, the other conditions to closing of the Plan of Arrangement; and the Company's plans to explore certain acquisition targets are forward-looking statements. Forward-looking statements are based on the opinions and estimates 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 anticipated in the forward-looking statements. There are uncertainties inherent in forward-looking information, including factors beyond the Company's control. There are no assurances that the business plans described in this news release will come into effect on the terms or time frame described herein. The Company undertakes no obligation to update forward-looking information if circumstances or management's estimates or opinions should change except as required by law. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, undue reliance should not be placed on forward-looking statements since the Company can give no assurance that such expectations will prove to be correct. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements, including the risks, uncertainties and other factors identified in the Company's periodic filings with Canadian securities regulators, and assumptions made with regard to the following: the Company's ability to complete the proposed Plan of Arrangement on the terms and conditions contemplated, or at all; the Company's ability to secure the necessary Shareholder approval; the Company's ability to obtain the Final Order; the estimated costs associated with the Plan of Arrangement; the timing of the Meeting; and the general stability of the economy. For a description of the risks and uncertainties facing the Company and its business and affairs, readers should refer to the Company's Circular, Management's Discussion and Analysis and other disclosure filings with Canadian securities regulators, which are posted on www.sedar.com.
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