CALGARY, ALBERTA–(Marketwired – Dec. 15, 2015) –
Rosa Capital Inc. (“Rosa“) (TSX VENTURE:RSA.P) and Raimount Energy Inc. (“Raimount“) (TSX VENTURE:RMT) are pleased to jointly announce that they have completed the three-cornered amalgamation pursuant to an amalgamation agreement dated November 3, 2015 (the “Amalgamation Agreement“), together with 1929281 Alberta Ltd. (“AcquisitionCo“), a wholly owned subsidiary of 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 constitutes 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 was structured as a three-cornered amalgamation pursuant to which AcquisitionCo acquired all of the issued and outstanding Rosa common shares (“Rosa Shares“) in exchange for Raimount common shares (“Raimount Shares“), and Rosa and AcquisitionCo amalgamated under the name “Raimount Resources Inc.” (“Amalco“) pursuant to the provisions of the Business Corporations Act (Alberta). At the effective time, Raimount issued 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. Each Raimount Share issued to Rosa Shareholders pursuant to the Transaction was issued at a deemed price of $2.25 per Raimount Share pursuant to the Transaction. Rosa and Raimount combined their respective businesses and will continue under the name of “Raimount Energy Inc.” (the “Resulting Issuer“).
As a result of the Transaction, the Resulting Issuer has 5,436,133 shares issued and outstanding, being the aggregate of: (i) 1,065,000 shares of the Resulting Issuer issued for all of the issued and outstanding Rosa Shares; and (ii) 4,371,133, being the issued and outstanding shares of Raimount prior to the closing of the Transaction. The Resulting Issuer will be listed on the Exchange as an Oil and Gas Issuer.