Rodeo Capital III Corp.
TSX VENTURE : ROP.P

January 30, 2015 17:22 ET

Rodeo Capital III Corp. Announces Update on Proposed Qualifying Transaction With Solegear Bioplastics Inc.

CALGARY, ALBERTA--(Marketwired - Jan. 30, 2015) -

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"), announces that the closing of its previously announced qualifying transaction (the "Qualifying Transaction") with Solegear Bioplastics Inc. ("Solegear") pursuant to an arrangement agreement dated November 24, 2014 between the parties (the "Agreement") has been postponed.

Solegear has received substantial interest with respect to its previously announced brokered financing but due to recent market volatility, Rodeo and Solegear have determined that an extension to the closing date of the Qualifying Transaction would be beneficial to both parties.

Under the terms of the Agreement, Rodeo and Solegear initially agreed to an outside closing date for the Qualifying Transaction of January 30, 2015. Rodeo and Solegear are currently discussing strategic options regarding the continuation of the Qualifying Transaction, specifically with a view to granting an extension to the outside closing date. The Corporation will provide a further update when the outcome of such discussions has been finalized.

On behalf of the Board of Directors,

Michael Thomson, President, Chief Executive Officer and Director, Rodeo Capital III Corp.

Completion of the Qualifying Transaction is subject to a number of conditions, including but not limited to, TSX-V acceptance. There can be no assurance that the Qualifying Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement 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 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; 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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