Rodeo Capital III Corp.
TSX VENTURE : ROP.P

February 25, 2015 17:02 ET

Rodeo Capital III Corp. Announces Solegear Shareholder Approval of Previously Announced Amendments to the Arrangement and Announces Amendments to Agency Agreement

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Feb. 25, 2015) -

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

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.

Further to its news release of February 11, 2015, 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"), and Solegear Bioplastics Inc. ("Solegear") are pleased to announce that Solegear shareholders voted at a special meeting of the Solegear Shareholders held on February 24, 2015 (the "Meeting") to approve the previously announced amendments to the plan of arrangement (the "Arrangement") regarding the qualifying transaction between Rodeo and Solegear (the "Qualifying Transaction") and regarding Solegear's previously announced private placement financing (the "Financing"). 100% of the Solegear shares voted at the Meeting were voted in favor of the special resolution approving the amendments to the Arrangement. Shareholders holding 67% of Solegear's common shares and 75% of Solegear's preferred shares were represented at the Meeting in person or by proxy.

Rodeo and Solegear have also determined to increase the minimum fundraising requirement in the Financing to $1.6 million (formerly $1.3 million) and have approved a corresponding amendment to the Agency Agreement between Rodeo, Solegear and Euro Pacific Canada Inc. dated December 8, 2014, as previously amended February 10, 2015. An amending agreement dated February 23, 2014 relating to the Agency Agreement will be filed on Rodeo's SEDAR profile at www.sedar.com.

Rodeo has previously filed press releases dated October 23, 2014, November 24, 2014, December 5, 2014, January 30, 2015 and February 11, 2015 regarding the Qualifying Transaction.

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.

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. 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 amended filing statement 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, and the Arrangement (including TSX-V approval, Court approval of the Arrangement, approval of the Amending Agreement by the Solegear Shareholders, and the Closing thereof). 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 Date, Rodeo may require additional financing from time to time in order to continue its operations. Financing may not be available when Rodeo needs it;
  • 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;
  • the date of the hearing of the application for the final court order approving the Arrangement may need to be postponed;
  • there is no assurance that the Court will approve the Arrangement; 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.

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