TSX Venture Exchange: RBE
VANCOUVER, May 30, 2017 /CNW/ - RockBridge Resources Inc.
("RockBridge" or the "Company" – TSXV symbol: RBE) is proposing a
reorganization to include a share consolidation, shares for debt,
moving the listing of its shares to the Canadian Securities
Exchange ("CSE") and an amalgamation ("Amalgamation") with a
private BC company.
It is proposed that the common shares of the Company be
consolidated on the basis of 2.25 current shares for one
post-consolidation share. An application is to be made to list the
amalgamated company ("Amalco") as a continuing oil and gas issuer
on the CSE and to delist RockBridge's common shares from the TSX
Venture Exchange ("TSXV").
With respect to the proposed Amalgamation, the Company has now
signed an amalgamation agreement ("Amalgamation Agreement") with
1100556 B.C. Ltd. ("BC"), of Vancouver,
BC. In accordance with the agreement, BC is to complete and
file with Health Canada, at its own expense on behalf of a new
subsidiary of the Company, an application to become a marijuana
licensed producer pursuant to the Access to Cannabis for Medicinal
Purposes Regulations ("ACMPR"). In the process of completing the
application, BC will also secure for the Company subsidiary, an
interest in acreage in BC to facilitate the proposed build out of
the marijuana production facility.
RockBridge and BC shall amalgamate to form Amalco as a new
reporting issuer. The shares of BC, of which 23,800,000 are
outstanding, are to be exchanged on the basis of one BC share for
one Amalco share, of which 21,000,000 shall be subject to the
standard CSE three year escrow. The shares of RockBridge are to be
exchanged on the basis of 2.25 RockBridge shares for one Amalco
share. Amalco shall issue 1,750,000 post-consolidation shares to
settle all remaining debts of RockBridge to certain officers,
directors and related companies. On completion of the Amalgamation
and shares for debt, there shall be 32,658,184 shares of Amalco
issued and outstanding, with a listing of the Amalco shares on the
CSE.
The Amalgamation is subject to the conditions precedent set out
in the Amalgamation Agreement, including: (i) RockBridge obtaining
TSXV approval to delist its shares; (ii) approval of the
Amalgamation by shareholders of RockBridge, at a special meeting to
be held, and byshareholders of BC; (iii) filing of the ACMPR
application with Health Canada (iv) approval by the CSE of the
listing of the Amalco shares; and (v) completion of a financing in
an agreed amount within six months of the Amalgamation, failing
which the 21,000,000 escrowed shares issued to BC shareholders
shall be cancelled.
Upon completion of the Amalgamation, it is anticipated that the
board of directors of Amalco will comprise of three individuals,
including William Spratt of
Vancouver BC, the current CEO of
BC and the intended CEO of Amalco, and Steve Mathiesen, the current Chairman and CEO of
RockBridge.
More details will be provided as the Company proceeds through
the steps of the Amalgamation and related transactions.
ROCKBRIDGE RESOURCES INC.
"Steve Mathiesen"
Steve
Mathiesen, President & CEO
This news release may include statements about expected
further events and/or financial results that are forward-looking in
nature and subject to risks and uncertainties. RockBridge cautions
that actual performance will be affected by a number of factors,
many of which are beyond its control. Future events and results may
vary substantially from what RockBridge currently foresees.
Discussion on the various factors that may affect future results is
contained in RockBridge' s recent filings, available on
SEDAR.
Neither the TSX Venture Exchange Inc. nor its Regulation
Service Provider (as that term is defined in the policies of the
TSX Venture Exchange Inc.) accepts responsibility for the adequacy
or accuracy of this news release.
SOURCE RockBridge Resources Inc.