Rodocanachi Capital Inc. Announces Termination of Agreement With Axcelon and Proposed Qualifying Transaction With the Marcott...
August 02 2011 - 10:35AM
Marketwired
Rodocanachi Capital Inc. ("Rodocanachi" or the "Corporation") (TSX
VENTURE: ROD.P) announces that it has terminated its proposed
business combination with Axcelon Biopolymers Corp. ("Axcelon"),
previously announced on August 5, 2010. The Corporation's board has
opted to terminate that transaction because Axcelon is unable to
complete its obligations thereunder, despite having received
several extensions from Rodocanachi.
Rodocanachi is pleased to also announce that it has entered into
an agreement in principle dated August 1, 2011 (the "Agreement") to
acquire the assets of the Marcotte Group (the "Acquisition"), a
group of Canadian prospectors and private investors led by Francois
Marcotte. The Group holds a 100% interest in the Montviel property
(the "Montviel Property"), made up of 197 claims in Quebec's
Abitibi region, and an option to acquire a 100% interest in the
Victoria & Rail properties (the "Victoria & Rail
Properties"), made up of 28 claims also in Quebec's Abitibi region,
held under an option agreement dated November 18, 2010 with Globex
Mining Enterprises Inc. ("Globex"; the "Option Agreement").
This acquisition, along with the Private Placement (as defined
below), would constitute the Corporation's qualifying transaction
(the "Qualifying Transaction") under Policy 2.4 of the TSX Venture
Exchange (the "Exchange"). The Qualifying Transaction would not
constitute a Non-Arm's Length Qualifying Transaction under the
Exchange's policies and will not be subject to approval by the
Corporation's shareholders.
The Proposed Qualifying Transaction
Under the Agreement, Rodocanachi will acquire the Montviel
Property and the Group's interest in the Option Agreement by
issuing to the members of the Group a total of 27,451,579 common
shares of the Corporation (each a "Share") at a price of $0.095 per
Share (the "Acquisition Price").
To complete its acquisition of the Victoria & Rail
Properties under the Option Agreement, Rodocanachi shall issue
shares and make cash payments to Globex and incur certain
exploration expenditures as indicated below:
------------------------------------------------------------------------
Date Cash Payment Shares Work Commitment
------------------------------------------------------------------------
Closing Nil 2,000,000 Nil
------------------------------------------------------------------------
1st anniversary $25,000 1,500,000 $200,000
------------------------------------------------------------------------
2nd anniversary $50,000 Nil $250,000
------------------------------------------------------------------------
3rd anniversary $50,000 Nil $250,000
------------------------------------------------------------------------
4th anniversary $50,000 Nil $300,000
------------------------------------------------------------------------
Total $175,000 3,500,000 1,000,000
------------------------------------------------------------------------
All Shares held by members of the Group and Rodocanachi's
Principals (as defined in the Exchange's policies) will be subject
to a voluntary one-year escrow following the Qualifying
Transaction.
The Proposed Private Placement
Concurrently with the Qualifying Transaction, a non-brokered
private placement (the "Private Placement") in the minimum amount
of $500,000 (being 5,263,158 Shares at a price of $0.095 per Share)
and the maximum amount of $700,000 (being 7,368,422 Shares at a
price of $0.095 per Share) shall be completed in Rodocanachi.
Sponsorship
The Qualifying Transaction will be subject to Exchange Policy
2.2 on sponsorship and sponsorship requirements. The parties are
currently identifying potential sponsors. An agreement to sponsor
should not be construed as any assurance with respect to the merits
of the Qualifying Transaction or the likelihood of completion.
Completion of the Qualifying Transaction is subject to a number
of conditions, including but not limited to, Exchange acceptance
and if applicable pursuant to Exchange Requirements, majority of
the minority shareholder approval. Where applicable, the
transaction cannot close until the required shareholder approval is
obtained. There can be no assurance that the transaction will be
completed as proposed or at all. Investors are cautioned that,
except as disclosed in the management information circular or
filing statement to be prepared in connection with the transaction,
any information released or received with respect to the
transaction may not be accurate or complete and should not be
relied upon. Trading in the securities of a capital pool company
should be considered highly speculative. The TSX Venture Exchange
Inc. has in no way passed upon the merits of the proposed
transaction and has neither approved nor disapproved the contents
of this press release.
Rodocanachi expects to issue a further news release in the
coming days providing additional information on the Victoria &
Rail Properties and the Montviel Property as well as disclosing the
Corporation's insiders following the Qualifying Transaction.
Cautionary Note Regarding Forward-looking Statements
Certain information in this press release may contain
forward-looking statements. This information is based on current
expectations that are subject to significant risks and
uncertainties that are difficult to predict. Actual results may
differ materially from results inferred or suggested in any
forward-looking statements. Rodocanachi assumes no obligation to
update the forward-looking statements, or to update the reasons why
actual results may differ from those reflected in forward-looking
statements unless and until required by applicable securities laws.
Additional information identifying risks and uncertainties is
contained in Rodocanachi's filings with the Canadian securities
regulators, which filings are available at www.sedar.com.
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.
Contacts: Mr. Richard Besner President and Chief Executive
Officer Rodocanachi Capital Inc. (514) 824-5434 Mr. Francois
Marcotte Representative of the Marcotte Group (450) 536-0279
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