Rodeo Capital III Corp.
TSX VENTURE : ROP.P

November 24, 2014 15:42 ET

Rodeo Capital III Corp. Announces Signing of Definitive Agreement

CALGARY, ALBERTA--(Marketwired - Nov. 24, 2014) -

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

Further to its news release of October 23, 2014, Rodeo Capital III Corp. ("Rodeo"), (TSX VENTURE:ROP.P) a capital pool company pursuant to Policy 2.4 of the TSX Venture Exchange (the "TSX-V"), is providing the following update in regard to its proposed Qualifying Transaction (as defined in TSX-V Policy 2.4). Rodeo is pleased to announce that on November 24, 2014, it entered into an arrangement agreement (the "Agreement") with Solegear Bioplastics Inc., a corporation existing under the laws of British Columbia ("Solegear" or the "Company"). Pursuant to the Agreement, among other things, Rodeo proposes to acquire all of the issued and outstanding Solegear Shares (as defined herein) in exchange for Rodeo Shares (as defined herein) by way of a court-approved plan of arrangement (the "Arrangement") under the Business Corporations Act (British Columbia).

Pursuant to the Arrangement, Rodeo will acquire 6,743,334 Solegear Common Shares and 7,964,224 Solegear Preferred Shares on a post-Solegear Consolidation basis (as defined below) through the issuance of 19,936,347 Rodeo Shares on a post-Rodeo Consolidation basis (as defined below) at a deemed price of $0.50 per share for an aggregate deemed consideration of $9,968,174, including shares issued in connection with the Debt Conversion, but excluding shares issued in connection with the Financing (as defined below) and warrants issued in connection with the Financing and the Debt Conversion.

Upon completion of the transactions contemplated in the Agreement, including the Debt Conversion but excluding shares issued in connection with the Financing, the shareholders of Rodeo and Solegear will hold 1,818,181 and 19,936,347 shares in the capital of the Resulting Issuer (as defined in TSX-V Policy 2.4) respectively. Including the effect of the Financing and the Debt Conversion and assuming that the Financing (as defined herein) is fully subscribed, there will be an aggregate of 30,154,528 issued and outstanding shares in the capital of the Resulting Issuer.

Concurrent Financing

Concurrently with the completion of the Arrangement, and immediately following the Solegear Consolidation, Solegear intends to complete a brokered private placement financing (the "Financing") consisting of an offering of between 5.4 million and 8.4 million units (each, a "Unit") with a subscription price of $0.50 per Unit (all on a post-Solegear Consolidation basis), for gross proceeds of between $2.7 million and $4.2 million. Each Unit to be issued in the Financing consists of a common share of Solegear (a "Solegear Common Share") and one-half of one transferable share purchase warrant (a "Solegear Financing Warrant"). Each whole Solegear Financing Warrant will entitle the holder thereof to acquire one additional common share of Solegear (a "Warrant Share") at a price of $0.75 per Warrant Share until the date that is 36 months (the "Warrant Expiry Date") from the closing of the Arrangement (the "Closing"). In the event the volume-weighted average trading price of the Rodeo Shares on the TSX-V exceeds $1.00 per share for a period of 10 consecutive trading days following the closing of the Arrangement, the Company may, at its option, accelerate the Warrant Expiry Date by delivery of notice (a "Warrant Acceleration Notice") to the registered holders thereof and issuing a press release announcing such acceleration (a "Warrant Acceleration Press Release"), and, in such case, the Warrant Expiry Date shall be deemed to be the 30th day following the later of: (i) the date on which the Warrant Acceleration Notice is sent to Warrant holders; and (ii) the date of issuance of the Warrant Acceleration Press Release. Certain of Solegear's existing securityholders will also be converting (the "Debt Conversion") approximately $1.8 million of convertible debt and accrued but unpaid interest thereon into Solegear Units before Closing, which, together with the proceeds of the Financing, is anticipated to result in a total equity issuance of $4.5 to $6.0 million.

Share Consolidations

As a condition of completion of the Arrangement, Rodeo has agreed, subject to the receipt of all requisite approvals, including the approval of its shareholders, to consolidate all of the issued and outstanding Rodeo Shares (the "Rodeo Consolidation") at a ratio of 2.75 pre-consolidation Rodeo Shares for every 1 post-consolidation Rodeo Share. The Rodeo Consolidation will take place prior to the Share Exchange and the Warrant Exchange and as a result, Solegear Shareholders will receive post-consolidation Rodeo Shares pursuant to the Arrangement.

No fractional Rodeo Shares will be issued in connection with the Rodeo Consolidation and the aggregate number of the post-consolidation Rodeo Shares that any Rodeo shareholder will be entitled to receive upon the Rodeo Consolidation will be rounded to the next lowest whole number of post-consolidation Rodeo Shares. No cash amount will be payable in respect of any such fractional Rodeo Shares.

Pursuant to the Arrangement, Solegear will consolidate all of the issued and outstanding Solegear Common Shares and Solegear Preferred Shares (the "Solegear Consolidation") at a ratio of 1.741547 pre-consolidation Solegear Shares (as defined herein) to 1 post-consolidation Solegear Share (and the resulting holdings of each holder of post-consolidation Solegear Shares shall be rounded to the nearest whole share of each class to eliminate fractional shares). No cash amount will be payable in respect of any such fractional Solegear Shares.

The Solegear Consolidation will take place prior to the closing of the Financing, which in turn will take place prior to the Share Exchange and the Warrant Exchange.

Rodeo has called an annual general and special meeting (the "Shareholder Meeting") of its shareholders to consider the Rodeo Consolidation, among other items. The management information circular of Rodeo (the "Management Information Circular") to be provided to the Rodeo shareholders will be delivered in accordance with applicable corporate and securities laws. The Shareholder Meeting is scheduled to occur on Friday, December 12, 2014.

Copies of the Agreement, the Management Information Circular, and certain related documents and agreements will be filed with Canadian securities regulators and will be available at the SEDAR website at www.sedar.com under Rodeo's profile.

Share and Warrant Exchange

The Agreement contemplates that immediately following the closing of the Financing, Rodeo will acquire: (a) all of the issued and outstanding Solegear Common Shares and all of the issued and outstanding preferred shares of Solegear (the "Solegear Preferred Shares", and together with the Solegear Common Shares the "Solegear Shares") from the holders of the Solegear Shares (the "Solegear Shareholders") in exchange (the "Share Exchange") for the issuance of Rodeo common shares (each, a "Rodeo Share") and (b) all of the Solegear Financing Warrants from the subscribers in the Financing in exchange (the "Warrant Exchange") for the issuance of Rodeo warrants (the "Rodeo Warrants"), each Rodeo warrant exercisable to acquire one Rodeo Share at an exercise price of $0.75, and having a term of three years from the Closing.

The Solegear Common Shares will be exchanged for Rodeo Shares on a one-for-one basis, the Solegear Financing Warrants will be exchanged for Rodeo Warrants on a one-for-one basis, and the Solegear Preferred Shares will be exchanged for Rodeo Shares at a ratio of between approximately 1.09 and 3.25 Rodeo Shares per Solegear Preferred Share, depending on the original issue price of the Solegear Preferred Share. The varying exchange ratio for the Solegear Preferred Shares is due to a preference payment built into Solegear's articles which varies on a per-share basis according to the initial issue price for each Solegear Preferred Share.

Assuming a Closing Date of December 15, 2014, the aggregate consideration to be issued on completion of the Arrangement will be 19,936,347 Rodeo Shares, excluding the Rodeo Shares and Rodeo Warrants to be issued in exchange for the Solegear Units to be issued in connection with the Financing. Taking the Financing and the Debt Conversion into account, an aggregate of 25,336,347 Rodeo Shares and 4,486,354 Rodeo Warrants will be issued (assuming the minimum amount is raised by Solegear in the Financing) and an aggregate of 28,336,347 Rodeo Shares and 5,986,354 Rodeo Warrants will be issued (assuming the maximum amount is raised by Solegear in the Financing). As a result, upon Closing, the Solegear Shareholders will legally and beneficially own approximately 95% of the total issued and outstanding Rodeo Shares, on a fully-diluted basis.

Escrow Share Block Purchase

In connection with the Closing of the Transaction, Solegear has agreed to cause a principal of the resulting issuer to purchase, within escrow, 450,910 Rodeo Shares (on a post-consolidation basis) held by the principals of Rodeo, at a price of $0.1925 per Rodeo Share.

Treatment of Pre-Existing Solegear Convertible Securities

Holders of incentive stock options ("Solegear Options") under Solegear's stock option plan (the "Solegear Option Plan") will be provided notice that their options will be converted in accordance with the terms of the Solegear Option Plan into options to purchase Rodeo Shares following Closing, following appropriate adjustments to take into account the Solegear Consolidation. Following Closing, such converted options will be governed by the terms of Rodeo's stock option plan and TSX-V policies.

Solegear has previously issued share purchase warrants to certain investors (the "Solegear Excluded Warrants") which will not be dealt with in the course of the Arrangement. Each of the Solegear Excluded Warrants contains contractual terms which permit Solegear to give notice to the holders of the Solegear Excluded Warrants that, upon and following Closing, the Solegear Excluded Warrant held by such holder will become exercisable for such number of Rodeo Shares as the warrantholder would have been entitled to if the Solegear Excluded Warrant had been exercised in full immediately prior to the effective time of the Arrangement. Proportionate adjustments will also be made to the exercise price of the Solegear Excluded Warrants to account for the Solegear Consolidation. Post-Closing, the Solegear Excluded Warrants will be exercisable to purchase up to approximately 1.1 million Rodeo Shares (on a post-consolidation basis) at prices ranging from $0.32 to $0.41 per share. It is expected that the majority of the Solegear Excluded Warrants will be subject to TSX-V escrow restrictions.

Closing

The parties currently anticipate that Closing will occur in mid-to-late December, 2014, but have agreed that Closing may occur on or before January 30, 2015.

It is currently contemplated that post-Closing, the name of Rodeo will be changed to Solegear Bioplastics Inc. or a similar name acceptable to the directors of the resulting issuer.

Additional Details Regarding the Financing

Immediately before the Closing of the Arrangement and after the Solegear Consolidation, Solegear intends to complete the Financing. It is intended that the net proceeds from the Financing will be used to support working capital requirements and finance general corporate expenditures. All of the subscribers to the Financing will be advised of the Arrangement.

Solegear has retained Euro Pacific Canada, Inc. ("Euro Pacific") as its financial advisor and broker in connection with the Financing, and anticipates paying Euro Pacific a fee equal to $25,000, plus 8% of the gross proceeds of the Financing (not counting the Debt Conversion by existing Solegear investors) and issuing non-transferable share purchase warrants ("Broker Warrants") to Euro Pacific to purchase a number of Solegear Common Shares equal to 8% of the securities sold in the Financing. Each Broker Warrant will be exercisable at any time and from time to time into one Solegear Share, for a period of 2 years from the Closing at a purchase price equivalent to the offering price under the Financing. Following Closing, each Broker Warrant will be exercisable for one Rodeo Share.

About Solegear

Solegear, based in Vancouver, British Columbia, is an innovator in the field of next-generation plastics. The Company is an advanced materials firm that engineers, produces and distributes high-performance bioplastics (bioplastics are a category of plastics that are bio-based, compostable, or both). Founded in 2006, Solegear has developed, and is commercializing, proprietary bioplastics technologies that utilize annually renewable plant-based ingredients formulated using Green Chemistry, to address the market opportunity in rigid packaging and engineered plastics applications.

Overview of the Business

Solegear's business model is to work directly with global brands and channel partners to design and deliver high performance, environmentally efficient packaging and products. Solegear's model flexes to allow for the manufacture and distribution of both finished packaging solutions as well as packaging and product components via the Company's network of global supply chain partners. This level of supply chain customization contrasts sharply to captive manufacturing models that require substantial upfront investment. The Company's technologies require no production equipment modifications or re-tooling at partner facilities; Solegear's 'drop in' manufacturing capability provides a capital-efficient, flexible and highly scalable model.

Solegear has developed significant intellectual property and has filed international patents related to "composition of matter" intellectual property. Solegear also leverages relationships with Canadian science and technology research labs and universities to expand its IP footprint through research and development agreements. The Company's technology partners include the National Research Council of Canada, École Polytechnique, UBC and Université Laval.

Solegear's bioplastics products match and exceed the performance characteristics of incumbent polyethylene terephthalate (PET) and polypropylene (PP)-based plastic packaging, as well as acrylonitrile butadiene styrene (ABS) and ABS/Polycarbonate (ABS/PC) plastics for durable, engineered products.

Solegear has an active sales pipeline of global companies in retail, consumer electronics, IT hardware, personal care, and children's toys. In the second half of 2014, the Company leveraged its channel sales model to ship its first international, multi-ton order for a Fortune 100 consumer electronics retailer. Later in the year, Solegear drove production through its direct sales model with North American production for a business-to-business wholesale manufacturer. In addition, Solegear signed a Joint Development Agreement with a global children's toy company and is currently in advanced trials to complete the development of a bio-based replacement to their current engineered material.

Since its inception, Solegear has raised over $4.7 million. The Company's first institutional financing was in 2012 and was led by Yaletown Venture Partners with participation by Best Buy Capital, the venture capital investment arm of Best Buy. In June 2014, Solegear was selected as the recipient of a $1.6 million Western Innovation Initiative award (funded in part by Western Economic Diversification Canada), while in September of 2014, the Company was granted a $250,000 award from the National Research Council's Industrial Research Assistance Program, its seventh such engagement.

Solegear Ownership

Solegear was incorporated under the British Columbia Business Corporations Act on February 1, 2005 and significant investors include Toby Reid, CEO of the Company, Yaletown Ventures II Limited Partnership (B.C.) and Best Buy Co., Inc. (Minnesota).

Directors and Officers of Resulting Issuer

On Closing, the existing board of directors of Rodeo will be adjusted so that it is composed of five members, namely Salil Munjal, Toby Reid, Paul Antoniadis, Michael Thomson and Jim Zadra, all subject to the approval of the TSX-V.

The following individuals will be appointed as officers of Rodeo:

Toby Reid - Chief Executive Officer
Dan Holmes - Chief Financial Officer and Secretary
Michel Labonté - Chief Technical Officer
Noel Harvey - Vice President, Business Development

The following individuals are expected to be Insiders of the Resulting Issuer, as defined in Policy 1.1 of the TSX-V:

Salil Munjal. Non-executive Chairman and Director. Mr. Munjal is General Partner at Yaletown Venture Partners, a venture capital firm which invests in emerging-growth technology companies. Mr. Munjal is an experienced public company executive having served as a senior executive and board member of a number of technology companies, including COO of Leitch Technology (TSX/NASDAQ) that was acquired for $600 million.

Toby Reid. Chief Executive Officer and Director. Mr. Reid is an entrepreneur with a background in marketing, sustainability and technology commercialization. Prior to founding Solegear, Mr. Reid worked in both private and public companies in sales, marketing and finance positions, during which time he was part of several high growth new technology and product launches.

Paul Antoniadis. Director. Mr. Antoniadis was the former CEO of Best Buy Europe and has extensive international experience in new country business startups, joint ventures, company acquisitions, and in scaling large businesses.

Jim Zadra. Director. Mr. Zadra is a chartered accountant with significant public company CFO experience. He is currently CFO at Great Panther Silver Limited, a publicly traded mining and exploration company.

Michael Thomson. Director. Mr. Thomson has over 30 years of experience in the securities industry, as a lawyer, regulator, investment banker and entrepreneur. Mr. Thomson has been the President and principal of Independent Capital Partners Inc., a corporate finance consulting and advisory company since May 1998. He currently acts as the President and a Director of Rodeo.

Dan Holmes. Chief Financial Officer and Secretary. Mr. Holmes is Chief Financial Officer of Solegear and has over 20 years of finance experience in Fortune 500 (Disney, Oracle), mid-market and early stage companies. Mr. Holmes holds an MBA from UCLA.

Michel Labonté, PhD. Chief Technology Officer. Mr. Labonté has over 30 years of plastics technology experience in formulation, product design, processing, and manufacturing. Mr. Labonté obtained his PhD in bioplastics from École Polytechnique de Montréal.

Noel Harvey. Vice President, Business Development. Mr. Harvey is a sales and management executive with over 25 years of business development experience in raw materials and bioplastics sales. Most recently, Mr. Harvey was director of business development in the biopolymers unit of Ingredion, a publicly traded ingredients manufacturer.

It is anticipated that one shareholder of the resulting issuer, Yaletown Ventures II Limited Partnership ("Yaletown"), will hold greater than 10% of the issued and outstanding Rodeo Shares following Closing. Yaletown is an investment fund with offices in Seattle, Vancouver and Calgary.

Selected Financial Information Concerning Solegear

Annual Information

The table below sets out certain selected financial information regarding the operations of Solegear for the periods indicated. The selected financial information has been prepared in accordance with International Financial Reporting Standards.

Year Ended February 28, 2014
(audited)
Year Ended February 28, 2013
(unaudited)
(1)
Year Ended February 29, 2012
(unaudited)
(1)
Revenue - - -
Expenses 1,761,467 1,100,262 429,600
Government assistance and investment tax credits 303,120 122,376 132,500
Finance costs and other items (49,861 ) (642 ) (18,393 )
Total Comprehensive Income (Loss) for the Period (1,508,208 ) (978,528 ) (315,493 )
(1) The unaudited information is management prepared.
Year Ended February 28, 2014
(audited)
Year Ended February 28, 2013
(unaudited)
(1)
Year Ended February 29, 2012
(unaudited)
(1)
Current Assets 330,760 585,919 137,300
Non-Current Assets 8,358 20,398 10,416
Total Assets 339,118 606,317 147,716
Current Liabilities 912,558 172,140 268,424
Non-Current Liabilities - - -
Total Liabilities 912,558 172,140 268,424
Cash Dividends Declared - - -
Total Equity (573,440 ) 434,177 (120,708 )
(1) The unaudited information is management prepared.

Quarterly Information

The table below sets out certain selected financial information regarding the operations of Solegear for the periods indicated. The selected financial information has been prepared in accordance with International Financial Reporting Standards.

Three Months Ended August 31, 2014
(unaudited)
(1)
Three Months Ended August 31, 2013
(unaudited)
(1)
Six Months Ended August 31, 2014
(unaudited)
(1)
Six Months Ended August 31, 2013
(unaudited)
(1)
Revenue - - - -
Expenses 506,619 404,042 1,086,440 847,751
Government assistance and investment tax credits 76,361 104,546 186,870 162,414
Finance costs and other items (89,052 ) (1,011 ) (151,831 ) (1,216 )
Total Comprehensive Income (Loss) for the Period (519,310 ) (300,507 ) (1,051,401 ) (686,553 )
(1) The unaudited information is management prepared.
As at
August 31, 2014
(unaudited)
(1)
Current Assets 376,750
Non-Current Assets 19,210
Total Assets 395,960
Current Liabilities 2,020,514(2 )
Non-Current Liabilities -
Total Liabilities 2,020,514(2 )
Cash Dividends Declared -
Total Shareholders Deficiency (1,624,554 )
(1) The unaudited information is management prepared.
(2) Includes $1.6 million in Solegear convertible notes (the "Solegear Convertible Notes") issued to certain investors of Solegear which will either convert into Solegear Units at the Closing or be repaid in connection with the Closing.

Other Details of the Arrangement

It is intended that the Arrangement will constitute Rodeo's "Qualifying Transaction", as such term is defined in Policy 2.4 of the TSX-V, and that on completion of the Arrangement, Rodeo will be listed as a Tier 2 company on the TSX-V.

The Arrangement is subject to a number of closing conditions in favour of both Rodeo and Solegear, including acceptance of the Arrangement by the TSX-V, shareholder approval of Solegear, approval of the Arrangement by the Supreme Court of British Columbia (the "Court") and, if required by the TSX-V, completion of the Financing.

No non-arm's length party to Rodeo has any direct or indirect beneficial interest in the assets of Solegear, nor is any non-arm's length party to Rodeo an insider of Solegear. There exists no relationship between or among the non-arm's length parties to Rodeo and the non-arm's length parties to Solegear. The Arrangement does not constitute a Non-Arm's Length Qualifying Transaction as defined in Policy 2.4 of the TSX-V. Pursuant to the rules of the TSX-V, including Policy 2.4, and in compliance with the Business Corporations Act (Alberta) and the constating documents of Rodeo, the Arrangement will not be subject to shareholder approval, but remains subject to TSX-V acceptance. Rodeo will prepare a TSX-V compliant filing statement in conjunction with the Arrangement and in consultation with Solegear and Euro Pacific.

Rodeo will be applying for an exemption pursuant to Section 3.4 of TSX-V Policy 2.2 from having an application for listing in connection with a Qualifying Transaction sponsored by a member of the TSX-V. There can be no assurance that Rodeo will be granted a sponsorship exemption.

All information provided in this press release relating to Solegear has been provided by management of Solegear and has not been independently verified by management of Rodeo.

Closing of the Arrangement

If approved by the Court, the TSX-V and the Solegear Shareholders, the Arrangement is expected to be completed in mid-to-late December, 2014, and in any event prior to January 30, 2015.

Trading Halt

Trading in the Rodeo Shares was voluntarily halted on October 22, 2014 and will remain halted until the documentation required by the TSX-V in connection with the Arrangement has been reviewed and accepted by the TSX-V. Subject to compliance with the policies of the TSX-V, Rodeo may also request that trading in the Rodeo Shares remain halted pending the Closing or abandonment of the Arrangement.

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 business plans of Rodeo and Solegear, the Financing, the Arrangement (including TSX-V approval, Court approval of the Arrangement, approval of the Arrangement by the Solegear Shareholders, and the Closing thereof) and the board of directors and management of the resulting issuer upon completion of the Arrangement. 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;
  • post-Closing, Rodeo may require additional financing from time to time in order to continue its operations. Financing may not be available when Rodeo needs it;
  • the new board and management of Rodeo may not be able to function as a team;
  • information technology, network and data security risks could harm Rodeo's business;
  • Rodeo must invest in technological innovation in order to stay competitive. If Rodeo fails to make investments in technological innovations, its business and results of operations could be adversely affected;
  • 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 Shares, regardless of its operating performance;
  • there is no assurance that Solegear Shareholder approval of the Arrangement will be forthcoming or that the Court will approve the Arrangement;
  • there is no assurance that Rodeo's Shareholders will approve the matters to be considered at the Shareholder Meeting; and
  • there is no assurance that the approval of the TSX-V required to complete the Arrangement will be obtained. Further, approval of the TSX-V may be conditional upon amendments to the Arrangement.

There are a number of important factors that could cause Rodeo's and the resulting issuer'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 and Solegear; 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.

Contact Information

  • Rodeo Capital III Corp.
    Michael Thomson
    President, Chief Executive Officer and Director
    (604) 312-4777
    tsxthomson@gmail.com