TSX Venture Exchange: RBE
VANCOUVER, May 30, 2017 /CNW/ - RockBridge Resources Inc. ("RockBridge" or the "Company" – TSXV symbol: RBE) is proposing a reorganization to include a share consolidation, shares for debt, moving the listing of its shares to the Canadian Securities Exchange ("CSE") and an amalgamation ("Amalgamation") with a private BC company.
It is proposed that the common shares of the Company be consolidated on the basis of 2.25 current shares for one post-consolidation share. An application is to be made to list the amalgamated company ("Amalco") as a continuing oil and gas issuer on the CSE and to delist RockBridge's common shares from the TSX Venture Exchange ("TSXV").
With respect to the proposed Amalgamation, the Company has now signed an amalgamation agreement ("Amalgamation Agreement") with 1100556 B.C. Ltd. ("BC"), of Vancouver, BC. In accordance with the agreement, BC is to complete and file with Health Canada, at its own expense on behalf of a new subsidiary of the Company, an application to become a marijuana licensed producer pursuant to the Access to Cannabis for Medicinal Purposes Regulations ("ACMPR"). In the process of completing the application, BC will also secure for the Company subsidiary, an interest in acreage in BC to facilitate the proposed build out of the marijuana production facility.
RockBridge and BC shall amalgamate to form Amalco as a new reporting issuer. The shares of BC, of which 23,800,000 are outstanding, are to be exchanged on the basis of one BC share for one Amalco share, of which 21,000,000 shall be subject to the standard CSE three year escrow. The shares of RockBridge are to be exchanged on the basis of 2.25 RockBridge shares for one Amalco share. Amalco shall issue 1,750,000 post-consolidation shares to settle all remaining debts of RockBridge to certain officers, directors and related companies. On completion of the Amalgamation and shares for debt, there shall be 32,658,184 shares of Amalco issued and outstanding, with a listing of the Amalco shares on the CSE.
The Amalgamation is subject to the conditions precedent set out in the Amalgamation Agreement, including: (i) RockBridge obtaining TSXV approval to delist its shares; (ii) approval of the Amalgamation by shareholders of RockBridge, at a special meeting to be held, and byshareholders of BC; (iii) filing of the ACMPR application with Health Canada (iv) approval by the CSE of the listing of the Amalco shares; and (v) completion of a financing in an agreed amount within six months of the Amalgamation, failing which the 21,000,000 escrowed shares issued to BC shareholders shall be cancelled.
Upon completion of the Amalgamation, it is anticipated that the board of directors of Amalco will comprise of three individuals, including William Spratt of Vancouver BC, the current CEO of BC and the intended CEO of Amalco, and Steve Mathiesen, the current Chairman and CEO of RockBridge.
More details will be provided as the Company proceeds through the steps of the Amalgamation and related transactions.
ROCKBRIDGE RESOURCES INC.
Steve Mathiesen, President & CEO
This news release may include statements about expected further events and/or financial results that are forward-looking in nature and subject to risks and uncertainties. RockBridge cautions that actual performance will be affected by a number of factors, many of which are beyond its control. Future events and results may vary substantially from what RockBridge currently foresees. Discussion on the various factors that may affect future results is contained in RockBridge' s recent filings, available on SEDAR.
Neither the TSX Venture Exchange Inc. nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange Inc.) accepts responsibility for the adequacy or accuracy of this news release.
SOURCE RockBridge Resources Inc.
For further information: For more information on RockBridge, please email [email protected] or call 604-281-2240.