Rodeo Capital III Corp.
TSX VENTURE : ROP.P

December 05, 2014 08:30 ET

Rodeo Capital III Corp. (to Be Renamed Solegear Bioplastic Technologies Inc.) Announces Filing of Filing Statement on SEDAR and Conditional Approval of the TSX Venture Exchange

CALGARY, ALBERTA--(Marketwired - Dec. 5, 2014) -

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

Rodeo Capital III Corp. (TSX VENTURE:ROP.P) ("Rodeo"), a capital pool company pursuant to Policy 2.4 of the TSX Venture Exchange (the "TSX-V"), is pleased to provide the following update regarding its proposed qualifying transaction (the "Qualifying Transaction") involving Solegear Bioplastics Inc., a corporation existing under the laws of British Columbia ("Solegear") that was previously announced on October 23, 2014 and November 24, 2014.

Qualifying Transaction

As previously announced, the Qualifying Transaction will be completed by way of a court-approved plan of arrangement (the "Arrangement") under the Business Corporations Act (British Columbia) whereby, among other things, Rodeo will acquire all of the issued and outstanding common shares and Class A preferred shares of Solegear (the "Solegear Shares") in exchange for common shares of Rodeo (the "Transaction"). Immediately after the closing of the Arrangement, the name of Rodeo will be changed to Solegear Bioplastic Technologies Inc. and its TSX-V trading symbol will be changed to "SGB".

Concurrently with the completion of the Arrangement, Solegear intends to complete a brokered private placement financing (the "Financing") through Euro Pacific Canada, Inc., the agent for the offering, by issuing 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 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 from the closing of the Arrangement, subject to accelerated expiry in certain circumstances.

TSX-V Acceptance and Anticipated Closing Date

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, which is expected to occur in late December 2014.

Filing Statement

Rodeo has filed on SEDAR its filing statement dated December 4, 2014 relating to the Qualifying Transaction (the "Filing Statement"). Investors are encouraged to review the Filing Statement on Rodeo's SEDAR profile at www.sedar.com, which provides detailed information about, among other things, the Qualifying Transaction, Solegear and the Resulting Issuer.

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' contract manufacturing capability provides a capital-efficient, flexible and highly scalable model.

Solegear has developed 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 through research and development agreements. The Company's technology partners include the National Research Council of Canada, École Polytechnique, UBC and Université Laval.

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.

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 Transaction 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 Transaction.

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 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, the Transaction (including final TSX-V approval, and the closing of the Transaction) and the board of directors and management of the resulting issuer upon completion of the 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;

  • 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; and

  • there is no assurance that the final approval of the TSX-V required to complete the Transaction will be obtained.

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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