Kirkcaldy Capital Corp.
TSX VENTURE : KRK.H

March 19, 2015 13:01 ET

Kirkcaldy Capital Announces Conditional Acceptance of Qualifying Transaction, Filing of Information Circular on Sedar, Execution of Arrangement Agreement and Update on Related Private Placement

VANCOUVER, BRITISH COLUMBIA--(Marketwired - March 19, 2015) -

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS.

Kirkcaldy Capital Corp. (the "Corporation" or "Kirkcaldy") (TSX VENTURE:KRK.H), a "capital pool company", as such term is defined in the policies of the TSX Venture Exchange ("Exchange"), is pleased to announce that further to its news releases dated September 15, 2014 and October 30, 2014, the Exchange has conditionally accepted the previously announced business combination by way of an arrangement under the Business Corporations Act (Alberta) ("ABCA") involving Kirkcaldy, the securityholders of Kirkcaldy, Tigris Resources Limited ("Tigris"), Royal Road Canada Minerals Limited ("Tigris Subco") and the securityholders of Tigris Subco (the "Arrangement") as the "Qualifying Transaction" of the Corporation (as such term is defined within the meaning of Policy 2.4 of the Exchange). Concurrent with the Arrangement, Tigris intends to consolidate its ordinary shares ("Tigris Shares") on a 2 for 1 basis (the "Consolidation"), such Tigris Shares following the Consolidation herein referred to as "Tigris Post Consolidation Shares".

The Exchange has also approved the filing of the joint management information circular of the Corporation and Tigris dated March 17, 2015 (the "Information Circular") prepared in connection with the Arrangement, which is available for review on www.sedar.com.

Upon completion of the Arrangement Tigris will become the listed issuer resulting from the Arrangement (the "Resulting Issuer") owning directly or indirectly 100% of the securities of Amalco, and the Resulting Issuer will continue to carry on the business of Tigris. In connection with its conditional acceptance of the Arrangement as the Qualifying Transaction of the Corporation, the Exchange has conditionally accepted the listing of Tigris as the Resulting Issuer upon completion of the Qualifying Transaction.

Execution of Arrangement Agreement

The Corporation is also pleased to announce that on March 12, 2015, Kirkcaldy, Tigris and Tigris Subco entered into an arrangement agreement (the "Arrangement Agreement"), which sets out the terms of the Arrangement, and provides for the implementation of the plan of arrangement in connection therewith (the "Plan of Arrangement"). If all conditions to the implementation of the Arrangement have been satisfied or waived, the parties to the Arrangement Agreement will carry out the Arrangement as set out in the Plan of Arrangement. Pursuant to the Plan of Arrangement, Kirkcaldy and Tigris Subco will, among other things, amalgamate and continue as one corporation ("Amalco") under the ABCA, and upon such amalgamation:

  1. each common share in the capital of Tigris Subco ("Tigris Subco Shares"), each warrant of Tigris Subco exercisable into Tigris Subco Shares ("Tigris Subco Warrants") and each warrant of Tigris Subco exercisable into Tigris Subco Shares and issued to finders ("Tigris Subco Finders Warrants") under the Private Placement (as defined below) will be exchanged such that each holder of Tigris Subco Shares will receive 0.5 of a Tigris Post Consolidation Share for each Tigris Subco Share held, each holder of Tigris Subco Warrants will receive a warrant (a "Tigris Replacement Warrant") to acquire a Tigris Post Consolidation Share for each Tigris Subco Warrant held, and each holder of Tigris Subco Finders Warrants will receive a warrant (a "Tigris Replacement Finders Warrant") to acquire a Tigris Post Consolidation Share for each Tigris Subco Finders Warrant held;

  2. each common share in the capital of Kirkcaldy ("Kirkcaldy Shares") and each outstanding option of Kirkcaldy to purchase Kirkcaldy Shares ("Kirkcaldy Options") will be exchanged such that each holder of Kirkcaldy Shares will receive 0.5 of a Tigris Post Consolidation Share for each Kirkcaldy Share held and each holder of Kirkcaldy Options will receive an option to acquire a Tigris Post Consolidation Share for each Kirkcaldy Option held; and

  3. each Tigris Subco Share outstanding that is held by Tigris shall be cancelled and Tigris shall receive an aggregate of one share of Amalco in consideration for (A) all Tigris Post Consolidation Shares issued to Kirkcaldy Shareholders and Tigris Subco Shareholders, and (B) all Tigris Subco Shares held by Tigris immediately prior to closing of the Arrangement.

The Arrangement requires approval by the Court of Queen's Bench of Alberta. On March 16, 2015, Kirkcaldy and Tigris Subco obtained an interim order from such court, which provides for the calling and holding of the Kirkcaldy annual and special meeting to be held on April 15, 2015, the calling and holding of the Tigris Subco special meeting to be held on April 10, 2015, and other procedural matters. The Court hearing in respect of the final order (the "Final Order") to approve the Arrangement is currently scheduled for April 15, 2015 at 10:00 a.m. (Calgary time). If the Final Order is obtained on April 15, 2015, and all other conditions to completion of the Arrangement are satisfied or waived, it is expected that the Arrangement will be completed on or about April 15, 2015.

Completion of the Arrangement is subject to a number of conditions including, but not limited to, closing conditions customary to transactions of the nature of the Arrangement, requisite shareholder approvals, approvals of all regulatory bodies having jurisdiction in connection with the Arrangement and final acceptance from the Exchange of the Arrangement as the Qualifying Transaction of the Corporation, all as more fully described in the Information Circular. There can be no assurance that the Qualifying Transaction will be completed as proposed or at all. Further information concerning the Corporation, Tigris, Tigris Subco and the Arrangement is contained in the Information Circular.

Private Placement

In connection with the proposed Qualifying Transaction, on December 11, 2014, Tigris Subco completed a non-brokered private placement (the "Private Placement") pursuant to which it issued and sold 8,787,531 units of Tigris Subco ("Tigris Subco Units") at a price of $0.15 per Tigris Subco Unit for aggregate gross proceeds of $1,318,130. Each Tigris Subco Unit consists of one Tigris Subco Share and one Tigris Subco Warrant. Each Tigris Subco Warrant shall entitle the holder to acquire one Tigris Subco Share at an exercise price of $0.225 per Tigris Subco Share during the period expiring on the third anniversary of the date of issuance.

The gross proceeds from the Private Placement were placed with an escrow agent and are to be held until the satisfaction of certain "Escrow Release Conditions" which include, among other things, receipt of all necessary regulatory and shareholder approvals for the Arrangement as the Qualifying Transaction of the Corporation, including approval of the listing of the Tigris Post Consolidation Shares on the Exchange, and the distribution of the Tigris Post Consolidation Shares, Tigris Replacement Warrants and Tigris Replacement Finders Warrants in exchange for the Tigris Subco Shares and Tigris Subco Warrants being exempt from applicable prospectus, registration and similar requirements of applicable securities laws.

Upon satisfaction of the Escrow Release Conditions the gross proceeds from the Private Placement shall be released to Tigris Subco. If the Arrangement is not completed within 150 days from the deposit into escrow of the subscription funds for the Private Placement, the escrow agent shall return the gross proceeds from the Private Placement, to the subscribers of the Tigris Subco Units.

In connection with the Private Placement, Tigris Subco agreed to pay to certain finders a finder's fee in respect of Tigris Subco Units purchased by investors introduced by, or whose subscriptions were attributable to the efforts of, such applicable finders equal to 6.0% of the proceeds from the Tigris Subco Units sold to such investors. In addition, Tigris Subco issued to certain finders an aggregate of 477,500 Tigris Subco Finders Warrants entitling the holder to purchase one Tigris Post Consolidation Share at a price of $0.30 until 5:00 p.m. (Toronto time) on the second anniversary of the completion of the Arrangement.

Additional Information

In accordance with Exchange policy, the Kirkcaldy Shares are currently halted from trading and will remain so until such time as the Exchange determines. In addition, the Kirkcaldy Shares may not trade again upon completion of the Arrangement, and instead the shares of the Resulting Issuer will trade on the Exchange in accordance with the terms of the Arrangement.

Investors are cautioned that, except as disclosed in the Information Circular prepared in connection with the Qualifying Transaction, any information released or received with respect to the Qualifying Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The Exchange has in no way passed upon the merits of the proposed Arrangement and has neither approved nor disapproved the contents of this press release.

Cautionary statements

This news release contains "forward-looking information" within the meaning of applicable securities laws relating to the proposal to complete the Arrangement, the Consolidation, satisfaction of the Escrow Release Conditions and associated transactions, including statements regarding the terms and conditions of the Arrangement, Private Placement and the Consolidation. Readers are cautioned to not place undue reliance on forward-looking information. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the risks that the parties will not proceed with the Arrangement, the Consolidation and associated transactions, that the Escrow Release Conditions will not be satisfied, that the ultimate terms of the Arrangement, the Consolidation, the Private Placement and associated transactions will differ from those that currently are contemplated, and that the Arrangement, the Escrow Release Conditions, the Consolidation and associated transactions will not be successfully completed for any reason (including the failure to obtain the required approvals or clearances from regulatory authorities). The statements in this press release are made as of the date of this release. The Corporation undertakes no obligation to comment on analyses, expectations or statements made by third-parties in respect of the Corporation, Tigris, Subco, their securities, or their respective financial or operating results or (as applicable).

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Contact Information

  • Kirkcaldy Capital Corp.
    Michael Atkinson
    President
    (604) 689-1428