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Reservoir Capital Corp. and Reservoir Minerals Inc. Announce
Closing of Arrangement
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Vancouver, British Columbia (TSX Venture: REO) -- Reservoir Capital
Corp. ("Reservoir" or the "Company") and Reservoir Minerals Inc.
("Minerals") are pleased to announce the closing of their previously
announced arrangement (the "Arrangement"), under which Reservoir has
spun-out certain Serbian mineral exploration permits to Minerals by
means of a plan of arrangement pursuant to the Business Corporations
Act (British Columbia) (the "Spin-out Transaction").
Under the terms of the statutory plan of arrangement which received
shareholder approval on October 11, 2011 (the "Plan of Arrangement"),
Reservoir distributed to Reservoir shareholders (the "Shareholders"),
as a return of capital, 0.191482444 of a common share of Minerals for
each common share of Reservoir, subject to the terms of the Plan of
Arrangement, held at the effective time of 12:01 a.m. on October 13,
2011 (the "Effective Time").
As more fully described in Reservoir's management information circular
(the "Circular") dated September 12, 2011, each Shareholder must, for
the purposes of the Income Tax Act (Canada), subtract from the adjusted
cost base of the common shares of Reservoir held at the Effective Time
an amount equal to the fair market value of the common shares of
Minerals received under the Plan of Arrangement. Reservoir has
allocated $0.65 as the value of each common share of Minerals received
by it and distributed to the Shareholders under the Plan of
Arrangement.
Reservoir will prepare its tax returns based on this allocation of
value. However, the allocation of value is not binding on the Canada
Revenue Agency or the Internal Revenue Service.
The foregoing is qualified entirely by the Circular and is not intended
to be tax advice to any particular Shareholder. Shareholders are
encouraged to read the Circular in full and consult with their own tax
advisors having regard to their own circumstances.
Pursuant to the previously completed private placement financing of
approximately $9.6 million in non-transferable subscription receipts
("Subscription Receipts") of Minerals ("Minerals Private Placement"),
and concurrent with the closing of the Arrangement, the Subscription
Receipts have been converted into common shares and warrants of
Minerals. Specifically, in connection with the completion of the
Arrangement each Subscription Receipt was converted, for no additional
consideration, into one common share of Minerals and one
non-transferable common share purchase warrant of Minerals for a period
of two years from the date of conversion of the Subscription Receipts
at an exercise price of $0.90 in the first year and $1.00 in the second
year subject to accelerated expiry in certain circumstances. The
proceeds from the Minerals Private Placement have been released from
escrow.
Minerals also announces that Michael Winn, Miljana Vidovic, Geoff
Chater and David Knox have been appointed as additional directors of
Minerals.
The common shares of Reservoir will continue to trade on the TSX
Venture Exchange ("TSX-V") under the symbol "REO" and on the Frankfurt
and Berlin Exchanges under the symbol "ROC". At this time the common
shares of Minerals are not currently listed on any exchange. Minerals
continues to work toward obtaining final listing approval of the TSX-V
with respect to the listing of its common shares and further updates in
this regard will be provided when available.
About the Company
Reservoir Capital Corp. is a renewable energy company, engaged in
development of a 58.4 MW hydroelectric project at Brodarevo in
southwest Serbia. Reservoir holds four geothermal exploration licenses
in Serbia and has applied for three hydroelectric licenses on the
Cehotina River in Bosnia (17.75 MW) and one to develop a 32 MW project
from an existing reservoir dam at Vrutci in Serbia. Reservoir's common
shares trade on the TSX Venture Exchange (symbol "REO") and on the
Frankfurt and Berlin Exchanges (symbol "ROC").
About Minerals
Reservoir Minerals Inc. is an international mineral exploration and
development company run by a seasoned technical and management team.
Minerals holds a portfolio of precious and base metal exploration
properties in Serbia.
For further information on Reservoir Capital Corp. or Reservoir
Minerals Inc., please contact Chris MacIntyre at +1.416.703.0010 or via
e-mail at cmacintyre@reservoircapitalcorp.com or
chris@reservoirminerals.com.
Neither the TSX Venture Exchange nor its Regulation Service Provider
(as that term is defined in the policies of the TSX Venture Exchange)
accepts responsibility for the adequacy or accuracy of this release.
Except for statements of historical fact relating to the Company, some
statements in this news release contain forward-looking statements and
information ("forward-looking statements"). Forward-looking statements
are frequently characterized by words such as "plan", "expect",
"project", "intent", "believe", "anticipate" and other similar words,
or statements that certain events or conditions "may" or "will" occur.
Forward-looking statements are based on the opinions and estimates of
management at the date the statements are made, and are subject to a
variety of risks and uncertainties and other factors that could cause
actual events or results to differ materially from those projected in
the forward-looking statements. These statements include, but are not
limited to, statements with respect to the listing of the common shares
of Minerals on the TSX-V. These statements address future events and
conditions and, as such, involve known and unknown risks, uncertainties
and other factors which may cause the actual results, performance or
achievements to be materially different from any future results,
performance or achievements expressed or implied by the statements.
Such factors and assumptions include, among others, the effects of
general economic conditions, the price of natural resources, changing
foreign exchange rates and actions by government authorities,
uncertainties associated with legal proceedings and negotiations and
misjudgements in the course of preparing forward-looking information.
In addition, there are known and unknown risk factors which could cause
the Company's actual results, performance or achievements to differ
materially from any future results, performance or achievements
expressed or implied by the forward-looking statements. Known risk
factors include risks associated with the ability to obtain any
necessary approvals, waivers, consents and other requirements necessary
or desirable to permit or facilitate the Spin-out Transaction; the
risks that any applicable conditions of the proposed transaction may
not be satisfied, risks associated with project development; the need
for additional financing; operational risks associated with mining and
mineral processing; the uncertainties involved in interpreting drilling
results and other ecological data; fluctuating metal prices; the
possibility of project cost overruns or unanticipated costs and
expenses; uncertainties relating to the availability and costs of
financing needed in the future; title matters; environmental liability
claims and insurance; reliance on key personnel; the potential for
conflicts of interest among certain officers, directors or promoters of
the Company with certain other projects; currency fluctuations;
competition; dilution; the volatility of the Company's common share
price and volume; tax consequences to investors; and other factors
described in the section entitled "Risks" in the Company's Management's
Discussion and Analysis for the year ended April 30, 2011 and other
risks and uncertainties. Forward-looking statements are made based on
management's beliefs, estimates and opinions on the date that
statements are made and the Company undertakes no obligation to update
forward-looking statements if these beliefs, estimates and opinions or
other circumstances should change, expect as required by applicable
securities law. Circumstances or management's estimates or opinions
could change. The reader is cautioned not to place undue reliance on
forward-looking statements.
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Copyright (c) 2011 RESERVOIR CAPITAL CORP. (REO) All rights reserved.
For more information visit our website at
http://www.reservoircapitalcorp.com/ or send
mailto:info@reservoircapitalcorp.com
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Reservoir Capital Corp.
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EXPLORATEUR |
CODE : REO.V |
ISIN : CA7611251033 |
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ProfilIndicateurs de MarchéVALEUR : Projets & res.Communiqués de PresseRapport annuelRISQUE : Profile actifsContactez la cie |
Reservoir Capital est une société d’exploration minière basée au Canada. Reservoir Capital détient divers projets d'exploration au Serbia and montenegro. Ses principaux projets en exploration sont DELI JOVAN en Serbie et BRESTOVAC au Serbia and montenegro. Reservoir Capital est cotée au Canada. Sa capitalisation boursière aujourd'hui est 917 500 CA$ (702 043 US$, 597 649 €). La valeur de son action a atteint son plus haut niveau récent le 16 mars 2012 à 9,80 CA$, et son plus bas niveau récent le 09 juin 2017 à 0,03 CA$. Reservoir Capital possède 18 350 000 actions en circulation. |