Business
Mega and Rolling Rock Announce Definitive Business Combination Agreement
Mega and Rolling Rock Announce Definitive Business Combination Agreement
About this update from Pinetree Capital Ltd.
[{"type":"text","content":"\nMega and Rolling Rock Announce Definitive Business Combination Agreement\n\n\n Nov. 1, 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 definitive business combination agreement pursuant to the previously announced letter agreement dated September 23, 2010.  Under the definitive agreement, Mega will acquire, by way of a three-cornered amalgamation, all of the outstanding common shares of Rolling Rock in a supported, all-share transaction.  Rolling Rock shareholders (other than Mega) will receive 0.4 common shares of Mega for each common share of Rolling Rock.  Based on Mega's closing price on September 23, 2010, the day immediately preceding the announcement of the letter agreement, the exchange ratio represented a 37.0% premium over Rolling Rock's 20-day volume weighted average share price as of that date.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.\"Rolling Rock's Board of Directors has unanimously recommended that shareholders vote in favour of the Mega transaction.  Each director and officer of Rolling Rock has entered into a support agreement to vote in favour of the transaction (in aggregate approximately 2.3% of the outstanding Rolling Rock shares). A support agreement has also been entered into with Pinetree Capital Ltd. (approximately 17.2% of the outstanding Rolling Rock common shares). In aggregate, holders of a total of 19.5% of the outstanding Rolling Rock common shares have agreed to vote in favour of the transaction.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, o...