Rodinia Lithium Inc.
TSX VENTURE : RM

Rodinia Lithium Inc.

April 12, 2016 19:23 ET

Rodinia Provides Update on Change of Business

TORONTO, ONTARIO--(Marketwired - April 12, 2016) - Rodinia Lithium Inc. (TSX VENTURE:RM) ("Rodinia" or the "Company") is pleased to announce the following update on Rodinia's previously announced plan to pursue a change of business ("COB") to a tier 2 investment company under the rules of the TSX Venture Exchange ("TSXV").

Summary of the COB

Rodinia continues to progress towards its COB. A special meeting of shareholders is expected to be called prior to May 30, 2016 to approve the COB (the "Special Meeting"). A management information circular to be sent to shareholders in connection with the Special Meeting is nearing completion and is subject to review by the TSXV.

In connection with the COB, the Company intends to adopt an investment policy (the "Investment Policy") to govern its investment activities and investment strategy. A copy of the Investment Policy will be posted on the Company's profile at www.sedar.com.

The Investment Policy will provide, among other things, that the Company will seek to enhance shareholder value by making use of the experience, expertise and opportunity flow of its management and board of directors ("Board") to opportunistically make investments in situations that the Company believes will provide superior returns. Such investments may include the acquisition of equity, debt or other securities of publicly traded or private companies or other entities in the various sectors in which management and the Board have expertise. A summary of the Investment Policy follows.

Investment Strategy



The Company may invest in securities of both public and private companies or other entities that the Company believes have the potential for superior investment returns.

The Company will maintain a flexible position with respect to the form of investment taken and may employ a wide range of investment instruments, including equity, bridge loans, secured loans, unsecured loans, convertible debentures, warrants, options, royalties, net profit interests and other hybrid instruments.

The Company will not invest in physical commodities, derivatives, "short" sales or other similar transactions (except that the Company may sell call options to purchase securities owned by the Company as a means of locking in gains or avoiding future losses).

The Company will not be precluded from investing in any particular industry. Similarly, there are no restrictions on the size or market capitalization of companies or other entities in which the Company may invest, subject to the provisions hereof.

The Company has no specific policy with respect to investment diversification. Each investment will be assessed on its own merits and based upon its potential to generate above market gains for the Company.

Immediate liquidity shall not be a requirement.

The Company may, from time to time and in appropriate circumstances, seek a more active role in regards to investment situations and investee companies where the involvement of the Company is expected to make a significant difference to the success of the Company's investment.

The Company may also make investments in special situations, including event-driven situations such as corporate restructurings, mergers, spin offs, friendly or hostile take-overs, bankruptcies or leveraged buyouts.

Depending upon market conditions and applicable laws, the Company may seek to sell any or all of its investments when it concludes that those investments no longer offer the potential to generate appropriate gains for the Company, or when other investment opportunities reasonably available to the Company are expected to offer superior returns.

Subject to applicable laws and regulatory requirements, the Company may also from time to time seek to utilize its capital to repurchase shares of the Company.
Implementation Prospective investments will be channeled through the Investment Committee.

Once a decision has been reached to invest in a particular situation, a short summary of the rationale behind the investment decision will be prepared by the Investment Committee and submitted to the Board. All investments shall be submitted to the Board for final approval. The Investment Committee will select all investments for submission to the Board and monitor the Company's investment portfolio on an ongoing basis, and will be subject to the direction of the Board.
Investment Evaluation Process In selecting securities for the investment portfolio of the Company, the Investment Committee will consider various factors in relation to any particular issuer, including:

• inherent value of its assets;
• proven management, clearly-defined management objectives and strong technical and professional support;
• future capital requirements to develop the full potential of its business and the expected ability to raise the necessary capital;
• anticipated rate of return and the level of risk; and
• financial performance, including consistency of positive cash flow.
Conflict of Interests The Company has no restrictions with respect to investing in companies or other entities in which a member of the Company's management or Board may already have an interest or involvement. In the event that a conflict is determined to exist, the Company may only proceed after receiving approval from disinterested members of the Board. The Company is also subject to the "related party" transaction policies of the TSXV and Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions.
Monitoring and Reporting The Company's Chief Financial Officer shall be primarily responsible for the reporting process whereby the performance of each of the Company's investments is monitored. Quarterly financial and other progress reports shall be gathered from each corporate entity, and these shall form the basis for a quarterly review of the Company's investment portfolio by the Investment Committee. Any deviations from expectation will be investigated by the Investment Committee and, if deemed to be significant, reported to the Board.

A full report of the status and performance of the Company's investments is to be prepared by the Investment Committee and presented to the Board at the end of each fiscal year.
Amendment of Investment Policy The Company's Investment Policy may be amended with approval from the Board.

Name Change

The Company currently proposes to change its name to "Routemaster Capital Inc." following the COB.

Shareholders' Meeting

When the Special Meeting is called, the Company will issue a notice and management information circular, which will be mailed to shareholders and posted on the Company's SEDAR profile at www.sedar.com. A majority of shareholders present at the Special Meeting must approve the COB for it to proceed. Shareholder approval of 66 2/3% of the shares voting in person or by proxy at the Special Meeting will be required to approve the change of the Company's name.

Other Information

Completion of the COB is subject to a number of conditions, including TSXV acceptance and disinterested Shareholder approval. The COB cannot close until the required shareholder approval is obtained. There can be no assurance that the COB will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management Information circular to be prepared in connection with the COB, any information released or received with respect to the COB may not be accurate or complete and should not be relied upon. Trading in the securities of the Company should be considered highly speculative.

The TSXV has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

About Rodinia Lithium Inc.:

Rodinia Lithium Inc. is a Canadian mineral exploration and development company.

FORWARD-LOOKING STATEMENTS: This news release contains certain forward-looking statements, including statements regarding the COB. These statements are subject to a number of risks and uncertainties. Actual results may differ materially from results contemplated by the forward-looking statements. When relying on forward-looking statements to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and should not place undue reliance on such forward-looking statements. The Company does not undertake to update any forward looking statements, oral or written, made by itself or on its behalf, except as required by applicable law.

NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

Contact Information

  • Rodinia Lithium Inc.
    William Randall
    President and Chief Executive Officer
    +1 (416) 309-2697