Rodeo Capital III Corp.
TSX VENTURE : ROP.P

December 18, 2014 16:18 ET

Rodeo Capital III Corp. (To Be Renamed Solegear Bioplastic Technologies Inc.) Announces Closing Date of Qualifying Transaction and Approval of the Arrangement by Solegear Shareholders

CALGARY, ALBERTA--(Marketwired - Dec. 18, 2014) -

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

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 pleased to announce that January 28, 2015 is the expected closing date (the "Closing Date") of its previously announced qualifying transaction (the "Qualifying Transaction") with Solegear Bioplastics Inc. ("Solegear") by way of plan of arrangement (the "Arrangement") and of Solegear's previously announced brokered and non-brokered private placement financing (the "Financing").

Rodeo and Solegear are also pleased to announce that Solegear shareholders voted to approve the Arrangement at a special meeting of the Solegear Shareholders held on December 17, 2014 (the "Meeting"). 100% of the Solegear shares voted at the Meeting were voted in favor of the special resolution approving the Arrangement. Shareholders holding 69% of Solegear's common shares and 74% of Solegear's preferred shares were represented at the Meeting in person or by proxy.

Solegear has adjourned the Supreme Court of British Columbia hearing regarding the final court order approving the Arrangement (originally scheduled for today's date), to be set down for hearing closer to the Closing Date.

Rodeo has previously filed press releases dated October 23, 2014, November 24, 2014 and December 5, 2014 regarding the Qualifying Transaction, and has filed on SEDAR its filing statement dated December 4, 2014 regarding 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, Solegear, the Qualifying Transaction and the Financing.

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 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 Arrangement (including TSX-V approval, Court approval of the Arrangement, 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;
  • Financing may not be available when Rodeo needs it; and
  • there is no assurance that the Court will approve the Arrangement; and
  • there is no assurance that the final approval of the TSX-V required to complete the Arrangement will be obtained.

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.

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