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ROD.P Rodocanachi Capital Inc.

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Last Updated: -
Delayed by 15 minutes
Share Name Share Symbol Market Type
Rodocanachi Capital Inc. TSXV:ROD.P TSX Venture Ordinary Share
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0.00 -

Rodocanachi Capital Inc. Announces Termination of Agreement With Axcelon and Proposed Qualifying Transaction With the Marcott...

02/08/2011 4:35pm

Marketwired Canada


Rodocanachi Capital Inc. ("Rodocanachi" or the "Corporation") (TSX
VENTURE:ROD.P) announces that it has terminated its proposed business
combination with Axcelon Biopolymers Corp. ("Axcelon"), previously announced on
August 5, 2010. The Corporation's board has opted to terminate that transaction
because Axcelon is unable to complete its obligations thereunder, despite having
received several extensions from Rodocanachi.


Rodocanachi is pleased to also announce that it has entered into an agreement in
principle dated August 1, 2011 (the "Agreement") to acquire the assets of the
Marcotte Group (the "Acquisition"), a group of Canadian prospectors and private
investors led by Francois Marcotte. The Group holds a 100% interest in the
Montviel property (the "Montviel Property"), made up of 197 claims in Quebec's
Abitibi region, and an option to acquire a 100% interest in the Victoria & Rail
properties (the "Victoria & Rail Properties"), made up of 28 claims also in
Quebec's Abitibi region, held under an option agreement dated November 18, 2010
with Globex Mining Enterprises Inc. ("Globex"; the "Option Agreement").


This acquisition, along with the Private Placement (as defined below), would
constitute the Corporation's qualifying transaction (the "Qualifying
Transaction") under Policy 2.4 of the TSX Venture Exchange (the "Exchange"). The
Qualifying Transaction would not constitute a Non-Arm's Length Qualifying
Transaction under the Exchange's policies and will not be subject to approval by
the Corporation's shareholders. 


The Proposed Qualifying Transaction 

Under the Agreement, Rodocanachi will acquire the Montviel Property and the
Group's interest in the Option Agreement by issuing to the members of the Group
a total of 27,451,579 common shares of the Corporation (each a "Share") at a
price of $0.095 per Share (the "Acquisition Price").


To complete its acquisition of the Victoria & Rail Properties under the Option
Agreement, Rodocanachi shall issue shares and make cash payments to Globex and
incur certain exploration expenditures as indicated below:




  ------------------------------------------------------------------------
  Date                    Cash Payment            Shares   Work Commitment
  ------------------------------------------------------------------------
  Closing                          Nil         2,000,000               Nil
  ------------------------------------------------------------------------
  1st anniversary              $25,000         1,500,000          $200,000
  ------------------------------------------------------------------------
  2nd anniversary              $50,000               Nil          $250,000
  ------------------------------------------------------------------------
  3rd anniversary              $50,000               Nil          $250,000
  ------------------------------------------------------------------------
  4th anniversary              $50,000               Nil          $300,000
  ------------------------------------------------------------------------
  Total                       $175,000         3,500,000         1,000,000
  ------------------------------------------------------------------------



All Shares held by members of the Group and Rodocanachi's Principals (as defined
in the Exchange's policies) will be subject to a voluntary one-year escrow
following the Qualifying Transaction. 


The Proposed Private Placement 

Concurrently with the Qualifying Transaction, a non-brokered private placement
(the "Private Placement") in the minimum amount of $500,000 (being 5,263,158
Shares at a price of $0.095 per Share) and the maximum amount of $700,000 (being
7,368,422 Shares at a price of $0.095 per Share) shall be completed in
Rodocanachi.


Sponsorship 

The Qualifying Transaction will be subject to Exchange Policy 2.2 on sponsorship
and sponsorship requirements. The parties are currently identifying potential
sponsors. An agreement to sponsor should not be construed as any assurance with
respect to the merits of the Qualifying Transaction or the likelihood of
completion.


Completion of the Qualifying Transaction is subject to a number of conditions,
including but not limited to, Exchange acceptance and if applicable pursuant to
Exchange Requirements, majority of the minority shareholder approval. Where
applicable, the transaction cannot close until the required shareholder approval
is obtained. There can be no assurance that the transaction will be completed as
proposed or at all. Investors are cautioned that, except as disclosed in the
management information circular or filing statement to be prepared in connection
with the transaction, any information released or received with respect to the
transaction may not be accurate or complete and should not be relied upon.
Trading in the securities of a capital pool company should be considered highly
speculative. The TSX Venture Exchange Inc. has in no way passed upon the merits
of the proposed transaction and has neither approved nor disapproved the
contents of this press release.


Rodocanachi expects to issue a further news release in the coming days providing
additional information on the Victoria & Rail Properties and the Montviel
Property as well as disclosing the Corporation's insiders following the
Qualifying Transaction.


Cautionary Note Regarding Forward-looking Statements 

Certain information in this press release may contain forward-looking
statements. This information is based on current expectations that are subject
to significant risks and uncertainties that are difficult to predict. Actual
results may differ materially from results inferred or suggested in any
forward-looking statements. Rodocanachi assumes no obligation to update the
forward-looking statements, or to update the reasons why actual results may
differ from those reflected in forward-looking statements unless and until
required by applicable securities laws. Additional information identifying risks
and uncertainties is contained in Rodocanachi's filings with the Canadian
securities regulators, which filings are available at www.sedar.com.


1 Year Rodocanachi Capital Inc. Chart

1 Year Rodocanachi Capital Inc. Chart

1 Month Rodocanachi Capital Inc. Chart

1 Month Rodocanachi Capital Inc. Chart