SYS-CON MEDIA Authors: Pat Romanski, Liz McMillan, Yeshim Deniz, Elizabeth White, Courtney Abud

News Feed Item

Rio Verde Minerals Announces LOI on Reverse-Takeover Transaction

TORONTO, ONTARIO -- (Marketwire) -- 01/31/11 -- Rio Verde Minerals Corp. ("Rio Verde" or the "Company", unlisted), a privately held company, is pleased to announce that it has entered into a letter of intent ("LOI") dated January 17, 2011, with EM Resources Inc. ("EM"), a non-listed Ontario reporting issuer, pursuant to which Rio Verde will amalgamate with EM, conditional upon receipt of all regulatory and shareholder approvals and the negotiation and execution of a definitive agreement (the "Definitive Agreement") between the parties, among other conditions.

Pursuant to the amalgamation, all of the outstanding common shares of EM will be exchanged on a 2:1 basis for common shares of the amalgamated company ("Amalco") and all outstanding common shares of Rio Verde will be exchanged on a 1:1 basis for common shares of Amalco. As of the date hereof, EM has 1,900,000 common shares outstanding and Rio Verde has 57,316,177 common shares outstanding. Based on the current issued capital of Rio Verde and EM, upon completion of the amalgamation, the existing shareholders of Rio Verde will, in the aggregate, hold approximately 98% of the issued and outstanding common shares of Amalco and the existing shareholders of EM will hold approximately 1.7%, or 1,010,000 shares, which include 60,000 shares on the exercise of warrants post-consolidation. This acquisition of EM Resources will facilitate the plans of Rio Verde to list its common shares in a recognized stock exchange through a going-public transaction aimed to be completed in the spring of 2011.

Holders of options to purchase Rio Verde Shares ("Rio Verde Options") shall receive options to purchase Amalco Shares ("Amalco Options") on the same terms and conditions after adjustment for the foregoing exchange ratios. Holders of common share purchase warrants in the capital of EM shall receive common share purchase warrants in the capital of Amalco (an "Amalco Warrant") on the same terms and conditions after adjustment for the foregoing exchange ratios.

As a condition of closing, Rio Verde shall have a working capital of no less than $7,500,000, not including the costs of completing the transaction (including, but not limited to, all regulatory and professional fees, expenses and disbursements incurred by, for, or on behalf of Rio Verde).

The board of directors of Amalco shall consist of such members as determined by Rio Verde. An information circular with further details regarding the transaction will be filed on www.sedar.com for a joint shareholder meeting of Rio Verde and EM to be called to approve the transaction.

The closing will occur at such time and place as Rio Verde and EM mutually agree, provided that in no event shall the closing occur later than April 30, 2011. Completion of the transaction is subject to a number of conditions, including but not limited to, receipt of all applicable regulatory approval and shareholder approval. There can be no assurance that the transaction can be completed as proposed or at all.

About Rio Verde

Rio Verde Minerals Corp. is a private company concentrating on the exploration and development of fertilizer projects in Brazil and is focused on becoming the leading Brazilian fertilizer mining and development company. Selecting assets that are near infrastructure, with known mineralization, in regions without significant social or environmental issues, Rio Verde plans to fast-track the best projects to development to create stakeholder value. Rio Verde intends to complete a "going-public" transaction through the listing of its shares on a recognized exchange in Canada.

Rio Verde holds one potash project and a portfolio of phosphate projects in Brazil. Potash and phosphate fertilizers have favourable supply and demand dynamics, and Rio Verde has a significant cost advantage by being based in Brazil, a country that imports about 90% to 50% of its potash and phosphate needs respectively. Rio Verde intends to fast-track potash exploration to establish a Canadian National Instrument 43-101 resource estimate in 2011.

Forward-Looking Statements

This press release contains forward-looking statements. All statements, other than of historical fact, that address activities, events or developments that the Company believes, expects or anticipates will or may occur in the future (including, without limitation, statements regarding the estimation of mineral resources, exploration results, potential mineralization, potential mineral resources and mineral reserves) are forward-looking statements. Forward-looking statements are often identifiable by the use of words such as "anticipate", "believe", "plan", may", "could", "would", "might" or "will", "estimates", "expect", "intend", "budget", "scheduled", "forecasts" and similar expressions or variations (including negative variations) of such words and phrases. Forward-looking statements are subject to a number of risks and uncertainties, many of differ materially from those discussed in the forward-looking statements. Factors that could cause actual results or events to differ materially from current expectations include, among other things, without limitation, failure to establish estimated mineral resources, the possibility that future exploration results will not be consistent with the Company's expectations, the price of potash and phosphate, changes to regulations affecting the Company's activities, including tax and trade laws and policies; delays in obtaining or failures to obtain required regulatory permits and approvals from government authorities; delays in commencing the Company's proposed drilling program, exploration costs varying significantly from estimates; uncertainties relating to the availability and costs of financing needed to complete exploration activities and demonstrate the feasibility of the Company's projects; the success of future exploration and development initiatives; and other risks involved in the mineral exploration and development industry.. Any forward-looking statement speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking statement.

No stock exchange, securities commission or other regulatory authority has reviewed or approved the contents of this news release or the merits of the proposed transaction.

Contacts:
Rio Verde Minerals Corp.
Stephen Keith
President & CEO
+1 (416) 368-8288
[email protected]

Rio Verde Minerals Corp.
Alex Penha
VP Corporate Development
+1 (416) 368-1573
[email protected]

More Stories By Marketwired .

Copyright © 2009 Marketwired. All rights reserved. All the news releases provided by Marketwired are copyrighted. Any forms of copying other than an individual user's personal reference without express written permission is prohibited. Further distribution of these materials is strictly forbidden, including but not limited to, posting, emailing, faxing, archiving in a public database, redistributing via a computer network or in a printed form.

Latest Stories
The widespread success of cloud computing is driving the DevOps revolution in enterprise IT. Now as never before, development teams must communicate and collaborate in a dynamic, 24/7/365 environment. There is no time to wait for long development cycles that produce software that is obsolete at launch. DevOps may be disruptive, but it is essential. DevOpsSUMMIT at CloudEXPO expands the DevOps community, enable a wide sharing of knowledge, and educate delegates and technology providers alike.
As you know, enterprise IT conversation over the past year have often centered upon the open-source Kubernetes container orchestration system. In fact, Kubernetes has emerged as the key technology -- and even primary platform -- of cloud migrations for a wide variety of organizations. Kubernetes is critical to forward-looking enterprises that continue to push their IT infrastructures toward maximum functionality, scalability, and flexibility.
This month @nodexl announced that ServerlessSUMMIT & DevOpsSUMMIT own the world's top three most influential Kubernetes domains which are more influential than LinkedIn, Twitter, YouTube, Medium, Infoworld and Microsoft combined. NodeXL is a template for Microsoft® Excel® (2007, 2010, 2013 and 2016) on Windows (XP, Vista, 7, 8, 10) that lets you enter a network edge list into a workbook, click a button, see a network graph, and get a detailed summary report, all in the familiar environment of...
Because Linkerd is a transparent proxy that runs alongside your application, there are no code changes required. It even comes with Prometheus to store the metrics for you and pre-built Grafana dashboards to show exactly what is important for your services - success rate, latency, and throughput. In this session, we'll explain what Linkerd provides for you, demo the installation of Linkerd on Kubernetes and debug a real world problem. We will also dig into what functionality you can build on ...
At CloudEXPO Silicon Valley, June 24-26, 2019, Digital Transformation (DX) is a major focus with expanded DevOpsSUMMIT and FinTechEXPO programs within the DXWorldEXPO agenda. Successful transformation requires a laser focus on being data-driven and on using all the tools available that enable transformation if they plan to survive over the long term. A total of 88% of Fortune 500 companies from a generation ago are now out of business. Only 12% still survive. Similar percentages are found throug...
Technology has changed tremendously in the last 20 years. From onion architectures to APIs to microservices to cloud and containers, the technology artifacts shipped by teams has changed. And that's not all - roles have changed too. Functional silos have been replaced by cross-functional teams, the skill sets people need to have has been redefined and the tools and approaches for how software is developed and delivered has transformed. When we move from highly defined rigid roles and systems to ...
The Kubernetes vision is to democratize the building of distributed systems. As adoption of Kubernetes increases, the project is growing in popularity; it currently has more than 1,500 contributors who have made 62,000+ commits. Kubernetes acts as a cloud orchestration layer, reducing barriers to cloud adoption and eliminating vendor lock-in for enterprises wanting to use cloud service providers. Organizations can develop and run applications on any public cloud, such as Amazon Web Services, Mic...
Implementation of Container Storage Interface (CSI) for Kubernetes delivers persistent storage for compute running in Kubernetes-managed containers. This future-proofs Kubernetes+Storage deployments. Unlike the Kubernetes Flexvol-based volume plugin, storage is no longer tightly coupled or dependent on Kubernetes releases. This creates greater stability because the storage interface is decoupled entirely from critical Kubernetes components allowing separation of privileges as CSI components do n...
With container technologies widely recognized as the cloud-era standard for workload scaling and application mobility, organizations are increasingly seeking to support container-based workflows. In particular, the desire to containerize a diverse spectrum of enterprise applications has highlighted the need for reliable, container-friendly, persistent storage. However, to effectively complement today's cloud-centric container orchestration platforms, persistent storage solutions must blend relia...
Applications with high availability requirements must be deployed to multiple clusters to ensure reliability. Historically, this has been done by pulling nodes from other availability zones into the same cluster. However, if the cluster failed, the application would still become unavailable. Rancher’s support for multi-cluster applications is a significant step forward, solving this problem by allowing users to select the application and the target clusters, providing cluster specific data. Ranc...
AI and machine learning disruption for Enterprises started happening in the areas such as IT operations management (ITOPs) and Cloud management and SaaS apps. In 2019 CIOs will see disruptive solutions for Cloud & Devops, AI/ML driven IT Ops and Cloud Ops. Customers want AI-driven multi-cloud operations for monitoring, detection, prevention of disruptions. Disruptions cause revenue loss, unhappy users, impacts brand reputation etc.
JFrog, the DevOps technology leader known for enabling liquid software via continuous update flows, was honored today with two prestigious awards as part of DevOps.com's annual DevOps Dozen. The awards recognized both JFrog Artifactory as the "Best DevOps Commercial Solution" and JFrog Co-Founder and CEO, Shlomi Ben Haim, as the "Best DevOps Solution Provider Executive". DevOps.com holds the DevOps Dozen awards annually to recognize the best of the best in the global DevOps marketplace.
Eggplant, the customer experience optimization specialist, announced the latest enhancements to its Digital Automation Intelligence (DAI) Suite. The new capabilities augment Eggplant’s continuous intelligent automation by making it simple and quick for teams to test the performance and usability of their products as well as basic functionality, delivering a better user experience that drives business outcomes.
Is advanced scheduling in Kubernetes achievable?Yes, however, how do you properly accommodate every real-life scenario that a Kubernetes user might encounter? How do you leverage advanced scheduling techniques to shape and describe each scenario in easy-to-use rules and configurations? In his session at @DevOpsSummit at 21st Cloud Expo, Oleg Chunikhin, CTO at Kublr, answered these questions and demonstrated techniques for implementing advanced scheduling. For example, using spot instances and co...
Conor Delanbanque has been involved with building & scaling teams in the DevOps space globally. He is the Head of DevOps Practice at MThree Consulting, a global technology consultancy. Conor founded the Future of DevOps Thought Leaders Debate. He regularly supports and sponsors Meetup groups such as DevOpsNYC and DockerNYC.