Rosa Capital Inc.
TSX VENTURE : RSA.P

Raimount Energy Inc.
TSX VENTURE : RMT

November 13, 2015 16:08 ET

Rosa Capital Inc. and Raimount Energy Inc. Enter Into Definitive Agreement

CALGARY, ALBERTA--(Marketwired - Nov. 13, 2015) -

NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES

Rosa Capital Inc. ("Rosa") (TSX VENTURE:RSA.P) and Raimount Energy Inc. ("Raimount") (TSX VENTURE:RMT) are pleased to jointly announce that they have entered into an amalgamation agreement, together with 1929281 Alberta Ltd. ("AcquisitionCo"), a wholly owned subsidiary of Raimount, dated November 3, 2015 (the "Amalgamation Agreement") with respect to the business combination of Rosa and Raimount (the "Transaction"). The Transaction was initially announced in a joint press release of Rosa and Raimount dated October 29, 2015, indicating that Rosa and Raimount had entered into a letter of intent in respect of the Transaction. The Transaction is will constitute Rosa's Qualifying Transaction as set forth in Policy 2.4 of the TSX Venture Exchange (the "Exchange").

The Transaction

Pursuant to the terms of the Amalgamation Agreement the Transaction will be structured as a three-cornered amalgamation pursuant to which AcquisitionCo will acquire all of the issued and outstanding Rosa common shares ("Rosa Shares") in exchange for Raimount common shares ("Raimount Shares"), and Rosa and AcquisitionCo will amalgamate under the name Raimount Resources Inc. ("Amalco") pursuant to the provisions of the Business Corporations Act (Alberta) (the "ABCA"). At the effective time, Raimount will issue to the holders of Rosa Shares ("Rosa Shareholders") one Raimount Share for every ten Rosa Shares held by a Rosa Shareholder, for aggregate consideration of 1,065,000 Raimount Shares being issued to the Rosa Shareholders. Up to an additional 85,000 Raimount Shares may also be issued if any or all of the options held by Rosa optionholders are exercised pursuant to the election agreements to be entered into between such optionholders and Rosa in accordance with the Amalgamation Agreement. Each Raimount Share issued to Rosa Shareholders pursuant to the Business Combination will be issued at a deemed price of $2.25 per Raimount Share. Rosa and Raimount intend to combine their respective businesses and continue under the name of "Raimount Energy Inc." (the "Resulting Issuer").

Completion of the Amalgamation is subject to various closing conditions which are usual and appropriate for an amalgamation, including but not limited to:

  • Rosa Shareholder approval of the Amalgamation on or prior to December 15, 2015;
  • Rosa Shareholders of no more than ten percent (10%) of the Rosa Shares shall have validly exercised, and not withdrawn, dissent rights under the ABCA;
  • the confirmation of representations and warranties of each of Rosa, Raimount and AcquisitionCo as set out in the Amalgamation Agreement being true and correct at the closing of the Transaction;
  • the absence of any material adverse change in respect of any of the parties;
  • the parties receiving all requisite regulatory approval, including the approval of the Exchange, and any third party approvals and authorizations; and
  • the parties obtaining requisite board approvals for the Transaction;

Upon completion of the Transaction, it is expected that the Resulting Issuer will have approximately 5,436,133 shares issued and outstanding, not including any shares which may be issued pursuant to the exercise of the Rosa options, being the aggregate of: (i) 1,065,000 shares of the Resulting Issuer to be issued for all of the issued and outstanding Rosa Shares; and (ii) 4,371,133 being the current issued and outstanding shares of Raimount. Upon completion of the Qualifying Transaction, subject to Exchange acceptance, it is expected that the Resulting Issuer will be listed on the Exchange as an Oil and Gas Issuer.

Directors and Officers of Resulting Issuer

The proposed directors and officers of the Resulting Issuer are the current directors of Raimount as set out below:

Mr. Gregory Vavra, Chief Executive Officer of Resulting Issuer: Mr. Vavra is a lawyer and is has been a director and Chief Executive Officer of Raimount since June 16, 1987. On November 9, 2015 Mr. Vavra voluntarily resigned from the board to allow Mr. Mullen to be on the board of directors of Raimount.

Mr. Steve Vavra, director of the Resulting Issuer: Mr. Vavra is a lawyer and professional engineer and has been a director of Raimount since June 16, 1987.

Mr. Kevin K. Tetreau, director of the Resulting Issuer: Mr. Tetreau is currently the Vice-President of Tetreau & Associates and has been a director of Raimount since March 27, 2001.

Mr. L. Bradley Stevens, director and Secretary of the Resulting Issuer: Mr. Stevens is a lawyer and is currently the General Manager-Corporate Services with the City of Calgary. Mr. Stevens has been a director and the Secretary of Raimount since April 13, 2006.

Mr. Kenneth B. Mullen, director of the Resulting Issuer: Mr. Mullen is a businessman, lawyer and chartered accountant. Mr. Mullen has been a director of Raimount since November 9, 2015.

Ms. Patricia Henriksen, Chief Financial Officer of the Resulting Issuer: Ms. Henriksen is an accountant and the Chief Financial Officer of the Corporation. Ms. Henriksen has been the Chief Financial Officer of Raimount since March 27, 2001.

This news release contains forward-looking statements that involve risks and uncertainties. Actual results may differ materially. Other than as required by law, Rosa and Raimount will not update these forward-looking statements to reflect events or circumstances after the date hereof. More detailed information about potential factors that could affect financial results is included in the documents filed from time to time with the Canadian securities regulatory authorities by Rosa and Raimount.

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 management information circular to be 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 Rosa Capital Inc. and Raimount Energy Inc. should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this press release.

Contact Information

  • Rosa Capital Inc.
    Mr. Danny Geremia
    Chairman and Director
    (403) 536-8163

    Raimount Energy Inc.
    Mr. Gregory A. Vavra
    Chief Executive Officer and Director
    (403) 265-6292