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.