Trading Symbol: RRO - TSX-V Trading Symbol: BUV - TSX-V
Shares Outstanding: 112,127,495 Shares Outstanding: 33,694,557
HALIFAX, July 28 /CNW/ - Buchans River Ltd. (BUV-TSX-V) ("Buchans River")
and Royal Roads Corp. (RRO-TSX-V) ("Royal Roads") are pleased to announce that
the Plan of Arrangement (the "Arrangement") between Buchans River and Royal
Roads was completed today. The Arrangement was overwhelmingly approved by
Buchans River shareholders at a special meeting held on July 23, 2008, and was
approved by the Supreme Court of Nova Scotia on July 24, 2008.
It is expected that Buchans River shares will be delisted from trading on
the TSX-V later this week. Following the delisting of its shares from the
TSX-V, Buchans River plans to apply to the relevant securities regulatory
authorities to cease being a reporting issuer in all of the jurisdictions in
Canada where it is currently reporting.
Under the Arrangement, Buchans River was amalgamated with 6985742 Canada
Inc., a wholly-owned subsidiary of Royal Roads, and shareholders of Buchans
River (except Royal Roads) will receive 1.55 common shares of Royal Roads in
exchange for each common share of Buchans River they own on July 25, 2008, 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 ratio. Royal Roads will issue
38,445,586 common shares in connection with the Arrangement and will have
112,127,495 common shares, 13,923,099 warrants and 10,705,500 stock options
outstanding after giving effect to the Arrangement.
Royal Roads appointed Computershare Investor Services Inc.
("Computershare") as Exchange Agent in connection with the Arrangement.
Computershare will be mailing to each Buchans River shareholder a Letter of
Transmittal, which must be completed, signed and returned to Computershare
along with the certificates representing the Buchans River shares in order to
receive certificates for Royal Roads common shares.
"We are pleased to see this transaction completed as we believe that the
complementary and geographic proximity of the assets of Royal Roads and
Buchans will provide synergies and economies of scale in the exploration and
development of mineral projects of the two companies," remarked Warren
MacLeod, President and Chief Executive Officer of Royal Roads and Buchans
News Release Correction
Buchans River would like to issue a correction for a typographical error
in its July 24th, 2008 news release which stated the incorrect trading symbol
for our Tulks Hill joint venture partners Prominex Resource Corp. The correct
trading symbol for Prominex Resource Corp. is PXR-TSX-V.
About Royal Roads and Buchans River
Royal Roads is a resource company based in Halifax, Nova Scotia, Canada
and is focused on exploring and developing base metal properties in central
Newfoundland and Labrador, Canada. Buchans River is also based in Halifax and
is focused on exploring and developing base metal properties in the famous
Buchans mining camp in central Newfoundland and Labrador, Canada. Together,
Royal Roads and Buchans River control a total of 33,700 hectares within
central Newfoundland and Labrador'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 the Royal Roads and 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 Royal Roads and Buchans
River believe 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. Both companies caution that actual
performance will be affected by a number of factors, many of which are beyond
Royal Roads and/or Buchans River's control, and that future events and results
may vary substantially from what both companies currently foresee. Royal Roads
and 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 of Royal
Roads and Buchans River; David Felderhof, Vice-President of Royal Roads and
Buchans River; (902) 444-3637