Rodeo Capital III Corp.
TSX VENTURE : ROP.P

December 12, 2014 13:41 ET

Rodeo Capital III Corp. Announces Results of Annual and Special Meeting of Shareholders

CALGARY, ALBERTA--(Marketwired - Dec. 12, 2014) -

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES

Rodeo Capital III Corp. ("Rodeo" or the "Corporation") (TSX VENTURE:ROP.P), a capital pool company pursuant to Policy 2.4 of the TSX Venture Exchange (the "TSX-V"), is pleased to announce that on December 12, 2014, its shareholders (the "Rodeo Shareholders") approved each of the resolutions placed before them at an annual and special meeting of shareholders (the "Meeting"). In particular, the Rodeo Shareholders approved: (i) the election of directors, (ii) the appointment of Rodeo's auditors, (iii) Rodeo's 10% rolling stock option plan, (iv) the continuance of Rodeo into another jurisdiction, (v) the consolidation of Rodeo's Common shares, and (v) a name change.

At the Meeting, Rodeo Shareholders re-elected Michael Thomson, Michelle Scarborough and Keith Inman as directors of the Corporation and also elected William DeJong as a new director. Mr. DeJong is the Corporation's Corporate Secretary and will continue in that role in addition to being a director of Rodeo. Each of the directors will hold office until the close of Rodeo's next annual meeting of the Rodeo Shareholders or unless he or she resigns or otherwise vacates office before that time.

Rodeo is also pleased to announce that on December 8, 2014, it entered into an agency agreement (the "Agency Agreement") with Solegear Bioplastics Inc. ("Solegear") and Euro Pacific Canada Inc. in connection with a brokered private placement financing to be completed by Solegear as part of the Corporation's Qualifying Transaction (as defined in TSX-V Policy 2.4) previously announced on October 23, 2014, November 24, 2014 and December 5, 2014. Investors are encouraged to review the Agency Agreement on Rodeo's SEDAR profile at www.sedar.com.

The Corporation also announces that on December 3, 2014 it entered into an amending agreement with Solegear (the "Amending Agreement") which corrected an inconsistency contained in the arrangement agreement dated November 24, 2014 between the parties. Investors are encouraged to review the Amending Agreement on Rodeo's SEDAR profile at www.sedar.com.

Rodeo and Solegear have received conditional acceptance for the Qualifying Transaction and the Financing from the TSX-V. Rodeo and Solegear will be issuing a subsequent news release announcing the closing date of the Qualifying Transaction and the Financing. The parties have agreed that the Qualifying Transaction must close on or before January 30, 2015.

On behalf of the Board of Directors,

Michael Thomson, President, Chief Executive Officer and Director

Rodeo Capital III Corp.

Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the 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 TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

Disclaimer for Forward-Looking Information

This press release contains forward-looking statements and information that are based on the beliefs of management and reflect Rodeo's current expectations. When used in this press release, the words "estimate", "project", "belief", "anticipate", "intend", "expect", "plan", "predict", "may" or "should" and the negative of these words or such variations thereon or comparable terminology are intended to identify forward-looking statements and information. The forward-looking statements and information in this press release include information relating to the Financing and the Qualifying Transaction. Such statements and information reflect the current view of Rodeo. Risks and uncertainties that may cause actual results to differ materially from those contemplated in those forward-looking statements and information.

By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.

Such factors include, among others, the following risks:

  • there is no assurance that the Financing will be completed or as to the actual proceeds to be raised in connection with the Financing or as to the offering price to be realized. In particular, the amount raised may be significantly less than the amounts indicated if investors are not prepared to invest;
  • new laws or regulations could adversely affect Rodeo's business and results of operations;
  • the stock markets have experienced volatility that often has been unrelated to the performance of companies. These fluctuations may adversely affect the price of Rodeo's shares, regardless of its operating performance;
  • there is no assurance that Rodeo and Solegear will be able to successfully complete the Qualifying Transaction or the Financing, nor that Solegear Shareholder approval of the transaction will be obtained; and
  • there is no assurance that the approval of the TSX-V required to complete the Qualifying Transaction will be obtained. Further, approval of the TSX-V may be conditional upon amendments to the Qualifying Transaction.

There are a number of important factors that could cause Rodeo's actual results to differ materially from those indicated or implied by forward-looking statements and information. Such factors include, among others: currency fluctuations; limited business history of Rodeo; disruptions or changes in the credit or security markets; results of operation activities and development of projects; project cost overruns or unanticipated costs and expenses, fluctuations in the resulting issuer's product prices, and general market and industry conditions.

Rodeo cautions that the foregoing list of material factors is not exhaustive. When relying on Rodeo's forward-looking statements and information to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. Rodeo has assumed that the material factors referred to in the previous paragraph will not cause such forward-looking statements and information to differ materially from actual results or events. However, the list of these factors is not exhaustive and is subject to change and there can be no assurance that such assumptions will reflect the actual outcome of such items or factors.

THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS PRESS RELEASE REPRESENTS THE EXPECTATIONS OF RODEO AS OF THE DATE OF THIS PRESS RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE. READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON FORWARD-LOOKING INFORMATION AND SHOULD NOT RELY UPON THIS INFORMATION AS OF ANY OTHER DATE. WHILE RODEO MAY ELECT TO, IT DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME EXCEPT AS REQUIRED IN ACCORDANCE WITH APPLICABLE LAWS.

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

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