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Rio2 Limited and Atacama Pacific Gold Corporation Provide Update on Shareholder Meeting Voting
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. TORONTO, July 03, 2018 (GLOBE NEWSWIRE) -- Atacama Pacific Go
About this update from Rio2 Limited
[{"type":"text","content":" NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. TORONTO, July 03, 2018 (GLOBE NEWSWIRE) -- Atacama Pacific Gold Corporation (“Atacama”) (TSXV:ATM) and Rio2 Limited (“Rio2”) (TSXV:RIO) wish to provide an update to the joint management information circular (the “Circular”) of Rio2 and Atacama and the voting requirements for the Atacama shareholder meeting. Both the Rio2 and Atacama shareholder meetings will be held on July 16, 2018 and closing of the transaction is expected on July 24, 2018. Atacama clarifies that an additional 227,000 votes (0.27%) which are attached to Atacama Shares owned by Thomas Pladsen, its Chief Financial Officer, will be excluded for purposes of calculating majority of minority approval for purposes of Multilateral Instrument 61-101 (“MI 61-101”). Mr. Pladsen is deemed to own Atacama Shares issuable upon exercise of vested, but unexercised options, and therefore holds more than one percent (1%) of the outstanding Atacama Shares. As a result of the change of control provisions in his employment agreement with Atacama, he is therefore entitled to a “collateral benefit” and is an “interested party” for purposes of MI 61-101 as the value of his change of his collateral benefit is greater than five percent of the amount of consideration that he is entitled to receive pursuant to the Arrangement in exchange for the equity securities owned by him. The aggregate amount of excluded votes for majority of minority purposes is therefore 1,806,633 votes (together with 1,579,633 Atacama Shares held by Carl Hansen as disclosed in Circular), which represent in the aggregate, 2.1% of the total votes to be cast at the Atacama shareholder meeting. In addition, Atacama clarifies that there have been no prior valuations of Atacama Shares in the 24 months prior to the announcement of the Arrangement, that all Atacama Options were fully vested prior to the announced of the Arrangement and that no Atacama Options will vest as a consequence of the Arrangement. Atacama Options are not being included in the Arrangement and all will, in accordance with their terms, be exercisable for the number of Amalco Shares that the holder would have been entitled to receive if the holder was a holder of the Atacama Shares immediately prior to the effectiveness of the Arrangement. The Circular ...