|By Marketwired .||
|January 2, 2014 05:25 PM EST||
TORONTO, ONTARIO -- (Marketwired) -- 01/02/14 -- Royal Oak Ventures Inc. (CNSX: ROV)(CNSX: ROV.B) ("Royal Oak") and 2395914 Ontario Inc. ("239") report today that their previously announced amalgamation has been completed.
Pursuant to an amalgamation agreement dated December 20, 2013 between Royal Oak and 239, Royal Oak and 239 amalgamated under the provisions of the Business Corporations Act (Ontario) (the "Amalgamation") to form Royal Oak Ventures Inc. ("Amalco"), effective January 1, 2014. The Amalgamation is described in further detail in the management information circular of Royal Oak dated November 21, 2013.
At a special meeting of Royal Oak's shareholders held on December 19, 2013, the Amalgamation was approved by holders of common shares ("ROV Common Shares") and non-voting shares ("ROV Non-Voting Shares") of Royal Oak. Under the terms of the Amalgamation, each ROV Common Share, other than those held by 239, was converted into one Class A preferred share of Amalco ("Amalco Class A Preferred Share"), each ROV Non-Voting Share, other than those held by 239, was converted into one Class B preferred share of Amalco ("Amalco Class B Preferred Share"), each common share of 239 was converted into one common share of Amalco, each ROV Common Share and ROV Non-Voting Share held by 239 was cancelled, and all of the Amalco Class A Preferred Share and Amalco Class B Preferred Shares were immediately redeemed by Amalco for cash consideration of $0.15 per share.
Amalco will be de-listed from Canadian National Stock Exchange from the close of the markets on January 2, 2014. Once de-listed, Amalco will take the necessary steps to cease to be a reporting issuer in each applicable province and then be wound up.
Cautionary Note on Forward-Looking Information
Certain information in this news release constitutes "forward-looking information" within the meaning of Canadian securities law. Such forward-looking information may be identified by words such as "will", "plans", "intends", "expects", "will", "then" and include statements regarding Amalco de-listing, winding-up and ceasing to be a reporting issuer. There can be no assurance that such statements will prove to be accurate; actual results and future events could differ materially from such statements. Factors that could cause actual results to differ materially include, among others, regulatory risks. Except as otherwise required by applicable securities law, Amalco expressly disclaims any intent or obligation to update publicly forward-looking information, whether as a result of new information, future events or otherwise.
Royal Oak Ventures Inc.