VANCOUVER,
Jan. 28, 2014 /CNW Telbec/ -
Sirocco Mining Inc. ("Sirocco") (TSX: SIM) and Canada
Lithium Corp. ("Canada Lithium") (TSX: CLQ)
(U.S. OTC: CLQMF) are pleased to announce that, at their
respective special meetings of shareholders held today, Sirocco's
shareholders approved the plan of arrangement (the
"Arrangement") involving Sirocco and Canada Lithium and
Canada Lithium's shareholders approved various matters to be
completed by Canada Lithium in connection with the completion of
the Arrangement, which was previously announced on December 4, 2013.
Under the Arrangement, Canada Lithium will
acquire all of the issued and outstanding common shares of Sirocco
("Sirocco Shares") for consideration of 1.175 common shares
of Canada Lithium ("Canada Lithium Shares") on a
pre-Consolidation basis (representing consideration of
approximately 0.3916 Canada Lithium Shares on a post-Consolidation
basis) for each outstanding Sirocco Share (the "Exchange
Ratio").
At the Sirocco meeting, Sirocco shareholders
approved a special resolution authorizing the Arrangement, by an
affirmative vote of approximately 99.9% of the votes cast in
respect thereof by Sirocco shareholders present in person or by
proxy at the meeting. At the Canada Lithium meeting, Canada Lithium
shareholders approved (i) a special resolution authorizing the
continuance (the "Continuance") of Canada Lithium from the
Business Corporations Act (Ontario) (the "OBCA") to the Canada
Business Corporations Act (the "CBCA"); (ii) an ordinary
resolution authorizing the issuance by Canada Lithium of such number of Canada
Lithium Shares as is necessary to allow Canada Lithium to acquire
100% of the Sirocco Shares on the basis of the Exchange Ratio
pursuant to the Arrangement; (iii) a special resolution authorizing
the consolidation (the "Consolidation") of all outstanding
Canada Lithium Shares on a 3-for-1 basis; and (iv) a special
resolution authorizing the name change (the "Name Change")
of Canada Lithium to "RB Energy Inc." or such other name as is
determined by the board of directors of Canada Lithium in its sole
discretion and subject to regulatory approval. The foregoing
resolutions were approved by affirmative votes of approximately
97.5%, 96.8%, 95.5% and 96.5%, respectively, of the votes cast in
respect thereof by Canada Lithium shareholders present in person or
by proxy at the meeting.
The hearing for the final order to approve the
Arrangement is currently scheduled to take place on January 29, 2014. In addition to the final order,
the Arrangement and the transactions related thereto remain subject
to the satisfaction or waiver of certain conditions precedent to
completion, including receipt of all requisite third party,
regulatory and governmental approvals, under the arrangement
agreement dated December 4, 2013
between Canada Lithium and Sirocco, as amended on December 24, 2013 (the "Arrangement
Agreement").
Following receipt of the final order, Canada
Lithium will continue from a corporation governed by the OBCA to a
corporation governed by the CBCA. Upon completion of the
Continuance, Sirocco will effect the Arrangement, pursuant to which
(i) Canada Lithium will acquire all of the outstanding Sirocco
Shares, such that Sirocco will become a wholly-owned subsidiary of
Canada Lithium, and Canada Lithium will issue approximately 294
million Canada Lithium Shares on a pre-Consolidation basis
(approximately 98 million Canada Lithium Shares on a
post-Consolidation basis) in consideration therefor to former
Sirocco shareholders; (ii) the outstanding options to purchase
Sirocco Shares will then be deemed to be exchanged for options to
purchase Canada Lithium Shares (the "Converted CLQ
Options"), with appropriate adjustments being made to reflect
the Exchange Ratio; and (iii) Canada Lithium will then complete a
vertical amalgamation with Sirocco. In connection with the
Arrangement, Canada Lithium will
also consolidate its Canada Lithium Shares (including the Canada
Lithium Shares issued to former shareholders of Sirocco under the
Arrangement), on the basis of one new Canada Lithium Share for
every three existing Canada Lithium Shares, and change its name to
"RB Energy Inc." (including "Énergie RB Inc." in its French
form).
Sirocco shareholders will receive the Canada
Lithium Shares to which they are entitled under the Arrangement on
a post-Consolidation basis. In addition, Canada Lithium will
adjust its outstanding convertible securities, including the
Converted CLQ Options, to account for the Consolidation.
The Arrangement and related transactions,
including the Continuance, Consolidation and Name Change, are
expected to be completed on or about January
31, 2014. Both the Sirocco Shares and the Canada Lithium
Shares (on a pre-Consolidation basis) are expected to continue to
trade, as applicable, on the Toronto Stock Exchange (the
"TSX") and the OTCQX Marketplace (the "OTCQX") until
on or about February 4, 2014.
Following this time, the Sirocco Shares will be de-listed from the
TSX and applications will be made for Sirocco to cease to be a
reporting issuer in the applicable jurisdictions. The Canada
Lithium Shares are expected to commence trading on the TSX and the
OTCQX on a post-Consolidation basis under the name "RB Energy Inc."
on or about February 5, 2014. The new
stock symbol for RB Energy Inc. will be "RBI" on the TSX. The OTCQX
symbol is not yet known at this time.
RB Energy Inc., the combined company resulting
from the Arrangement, will be hosting a conference call at
10:00 a.m. (EST) / 7:00 a.m. (PST) on Tuesday, February 4, 2014 to review the
Arrangement transaction, discuss current operations and
expectations of the combined company going forward. To access the
call, please dial:
Canada &
US: 416-340-2216
International: 866-223-7781
A replay of the conference call will be
available until February 12, 2014 by
dialing either 905-694-9451 (From Canada & the U.S.) or
800-408-3053 (Internationally) and entering passcode "3210496".
Further information regarding the matters
considered at the Sirocco and Canada Lithium special meetings and
described herein is contained in the management information
circulars dated December 24, 2013
that Sirocco and Canada Lithium sent to their respective
shareholders in connection with their respective special
meetings. Such management information circulars are also
available on SEDAR at www.sedar.com. The terms and conditions
of the Arrangement and the transactions related thereto are set out
in the Arrangement Agreement, which is available on SEDAR at
www.sedar.com.
Canada Lithium has retained Kingsdale
Shareholder Services Inc. ("Kingsdale") to act as
information agent for Canada Lithium in connection with the
Arrangement. Questions and requests for assistance, including
requests for additional information, may be directed to Kingsdale
at 1-866-581-0510 or by email at:
contactus@kingsdaleshareholder.com.
About Sirocco
Sirocco is a Canadian company which produces
iodine from its Aguas Blancas mine in northern Chile. In addition, Sirocco has exploration
interests in West Africa and is
actively assessing other opportunities in the resource sector. For
more information regarding Sirocco, please refer to Sirocco's
public filings available at www.sedar.com and www.siroccomining.com
including, in particular, Sirocco's Management's Discussion and
Analysis for the year ended December 31,
2012, its Annual Information Form for the year ended
December 31, 2012 and its
Management's Discussion and Analysis for the three-month and
nine-month periods ended September 30,
2013.
About Canada Lithium
Canada Lithium holds a 100% interest in the
Québec Lithium Project near Val
d'Or, the geographical heart of the Québec mining industry.
It has completed construction and is in the commissioning phase of
an open-pit mine and on-site processing plant with estimated
capacity to produce approximately 20,000 tonnes of battery-grade
lithium carbonate annually. For more information regarding Canada
Lithium, please refer to Canada Lithium's public filings available
at www.sedar.com and www.canadalithium.com including, in
particular, Canada Lithium's Management's Discussion and Analysis
for the year ended December 31, 2012,
its Annual Information Form for the year ended December 31, 2012 and its Management's Discussion
and Analysis for the three-month and nine-month periods ended
September 30, 2013.
Forward-Looking Statements
Certain information contained in this news
release, including any information relating to the Arrangement and
the transactions related thereto and each issuer's future financial
or operating performance, may be deemed "forward-looking". These
statements relate to future events or future performance and
reflect each issuer's expectations regarding the Arrangement and
the transactions related thereto, and the future growth, results of
operations, business prospects and opportunities of Sirocco, Canada
Lithium and the combined company. These forward-looking statements
also reflect each issuer's current internal projections,
expectations or beliefs and are based on information currently
available to Sirocco or Canada Lithium, respectively. In some cases
forward-looking information can be identified by terminology such
as "may", "will", "should", "expect", "intend", "plan",
"anticipate", "believe", "estimate", "projects", "potential",
"scheduled", "forecast", "budget" or the negative of those terms or
other comparable terminology. The estimates and assumptions of each
issuer underlying the forward-looking statements in this news
release which may prove to be incorrect include, but are not
limited to, the various assumptions set forth in each issuer's
December 24, 2013 management
information circular. Assumptions upon which such forward looking
information regarding completion of the Arrangement and the
transactions related thereto also include the assessment of each
issuer's management of the effects of completing the Arrangement
and the transactions related thereto, the accuracy of each issuer's
mineral reserve and mineral resource estimates and the viability,
expansion and development of each issuer's respective material
mineral project sites as well as financial predictions premised on
such assumptions. Although Sirocco and Canada Lithium believe that
the forward-looking information contained in this news release is
based on reasonable assumptions, readers cannot be assured that
actual results will be consistent with such statements.
Accordingly, readers are cautioned against placing undue reliance
on forward-looking information. Sirocco and Canada Lithium expressly disclaim any
intention or obligation to update or revise any forward-looking
information, whether as a result of new information, events or
otherwise, except in accordance with applicable securities
laws.
SOURCE Canada Lithium Corp.