Trading Symbol: BUV - TSX-V
Shares Outstanding: 33,694,557
HALIFAX, June 26 /CNW/ - Buchans River Ltd. (BUV-TSX-V) ("Buchans River")
is pleased to announce that the notice of special meeting, management
information circular ("Circular") and form of proxy with respect to the
previously announced business combination of Buchans River and Royal Roads
Corp. ("Royal Roads") were mailed today to Buchans River shareholders of
record on June 19, 2008. The business combination will be effected by way of a
Plan of Arrangement (the "Arrangement"). The special meeting ("Meeting") of
Buchans River shareholders to vote on the Arrangement will be held at the
offices of McInnes Cooper, 1300-1969 Upper Water Street, Halifax, Nova Scotia,
on July 23, 2008, at 10:00 a.m. (Atlantic Time). All Buchans River
shareholders are encouraged to vote by proxy or in person at the Meeting.
Highlights of the Arrangement
Under the terms of the proposed Arrangement, Buchans River shareholders
will receive 1.55 common shares of Royal Roads in exchange for each common
share of Buchans River they own on the effective date of the Arrangement
("Effective Date"). In addition, all warrants and stock options of Buchans
River outstanding on the Effective Date will be exchanged for economically
equivalent warrants and options of Royal Roads, based upon the same exchange
As of June 10, 2008, there were 73,681,909 Royal Roads common shares
outstanding. Following the Arrangement, Buchans River shareholders will hold
approximately 34% of the Royal Roads common shares outstanding and
approximately 28% on a fully diluted basis.
Buchans River and Royal Roads share common management and a common
development strategy. Both companies explore and develop base metals in
Newfoundland and Labrador and control significant land positions within the
Buchans mining camp. The board of directors of Buchans River believes that the
consolidation of these land positions will create a stronger company with
greater financial strength to take advantage of future prospects and possible
discoveries within the Buchans mining camp.
The board of directors of Buchans River has concluded that the
Arrangement is in the best interests of its shareholders and recommends that
Buchans River shareholders vote their shares in favour of the transaction. A
video clip of Warren MacLeod, President and CEO of the Company, speaking on
the Arrangement can be viewed at http://www.buchansriver.ca.
The Arrangement requires the approval of not less than two-thirds of the
votes cast by Buchans River shareholders, by proxy or in person, at the
Meeting. The Arrangement also requires approval by a simple majority of the
votes cast by "minority" Buchans River shareholders. The Arrangement is also
subject to the approval of the Nova Scotia Supreme Court and receipt of all
necessary regulatory approvals.
If Buchans River shareholders approve the Arrangement and all other
required approvals are obtained, it is anticipated that the Arrangement will
be effective in late July 2008.
The Circular contains a detailed description of the Arrangement and is
available on SEDAR (www.sedar.com).
About Buchans River
Buchans River is a resource company based in Halifax, Nova Scotia, Canada
and is focused on exploring and developing base metal properties in the famous
Buchans mining camp in central Newfoundland and Labrador, Canada. Buchans
River is 26.39% controlled by Royal Roads. Royal Roads is a Halifax-based
resource company also developing base metal properties in Newfoundland and
Labrador. Together, Royal Roads and Buchans River control a total of
33,700 hectares within central Newfoundland's Victoria Lake and Buchans mining
camps, including the historic Buchans mine (owned by Buchans River) and the
Daniels Pond deposit (owned by Royal Roads). Buchans River also controls
several exploration properties outside of the Buchans camp, including several
under joint venture to Prominex Resource Corp. (PXR - TSX-V) and Playfair
Mining Ltd. (PLY - TSX-V), which are being actively explored. Royal Roads is
44.40% controlled by Acadian Mining Corp., a Halifax based resource company
developing gold and base metal properties, including the Scotia Mine (lead and
zinc) in Nova Scotia.
Forward Looking Statements
Certain information regarding Buchans River contained herein may
constitute forward-looking statements within the meaning of applicable
securities laws. Forward-looking statements may include estimates, plans,
expectations, opinions, forecasts, projections, guidance or other statements
that are not statements of fact. Although Buchans River believes that the
expectations reflected in such forward-looking statements are reasonable, it
can give no assurance that such expectations will prove to have been correct.
Buchans River cautions that actual performance will be affected by a number of
factors, many of which are beyond the Buchans River's control, and that future
events and results may vary substantially from what the Company currently
foresees. Buchans River's forward-looking statements are expressly qualified
in their entirety by this cautionary statement.
The TSX Venture Exchange does not accept responsibility for the adequacy
or accuracy of this release.
For further information:
For further information: Warren G. MacLeod, President & CEO, Buchans
River; David Felderhof, Vice-President, Buchans River, (902) 444-3637; Buchans
River shareholders should contact Georgeson Shareholder Communications Canada
Inc., toll free, at 1-866-682-6146 if they have any questions relating to the
Arrangement or voting.