Business
Mega and Rolling Rock Announce Business Combination
Mega and Rolling Rock Announce Business Combination
About this update from Pinetree Capital Ltd.
[{"type":"text","content":"\nMega and Rolling Rock Announce Business Combination\n\n\n Sep. 24, 2010 (Filing Services Canada) -- Mega Precious Metals Inc.  (MGP - TSX Venture),  (\"Mega\") and Rolling Rock Resources Corporation (RLL - TSX Venture) (\"Rolling Rock\") jointly announced today that they have entered into a binding letter agreement (the \"Agreement\") whereby Mega will acquire all of the outstanding common shares of Rolling Rock in an all-share transaction.  The transaction will effectively combine the assets of both companies on a consolidated basis, with Rolling Rock becoming a wholly-owned subsidiary of Mega.Under the Agreement, Rolling Rock shareholders (other than Mega) will receive 0.4 common shares of Mega for each common share of Rolling Rock.  Based on the closing price of Mega on the TSX-V on September 23, 2010, the exchange ratio represents a 37.0% premium over Rolling Rock's 20-day volume weighted average share price.  Total consideration is valued at approximately $10.1 million.Jim Rogers, President and CEO of Mega stated, \"The acquisition of Rolling Rock is a critical step toward the realization of Mega's strategic business plan.  The Monument Bay Project, which Rolling Rock acquired from Bema Gold and Wolfden Resources in 2006, fits well in our project portfolio and is known to our management team.  I am excited by the opportunity to champion this project and am confident that Mega's experienced team has the expertise to realize this project's potential.\"Scott Angus, President and CEO of Rolling Rock stated, \"We believe that this business combination will be of great value to the existing shareholders of Rolling Rock.  With the technical experience and proven track record of Mega's board of directors and management team, I look forward to the future development of the Monument Bay Project.\"Mega currently owns, and exercises control or direction over, 9,900,000 common shares of Rolling Rock (representing approximately 18.8% of the outstanding Rolling Rock common shares).  Pinetree Capital Ltd. owns, or exercise control or direction over, 7,755,631 common shares of Mega (representing approximately 17.6% of the outstanding Mega common shares) and 7,868,000 common shares of Rolling Rock (representing approximately 15.0% of the outstanding R...