Welcome!

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.

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
SYS-CON Events announced today that CA Technologies has been named “Platinum Sponsor” of SYS-CON's 20th International Cloud Expo®, which will take place on June 6-8, 2017, at the Javits Center in New York City, NY, and the 21st International Cloud Expo®, which will take place October 31-November 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. CA Technologies helps customers succeed in a future where every business – from apparel to energy – is being rewritten by software. From ...
SYS-CON Events announced today that MobiDev, a client-oriented software development company, will exhibit at SYS-CON's 20th International Cloud Expo®, which will take place June 6-8, 2017, at the Javits Center in New York City, NY, and the 21st International Cloud Expo®, which will take place October 31-November 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. MobiDev is a software company that develops and delivers turn-key mobile apps, websites, web services, and complex softw...
SYS-CON Events announced today that Loom Systems will exhibit at SYS-CON's 20th International Cloud Expo®, which will take place on June 6-8, 2017, at the Javits Center in New York City, NY. Founded in 2015, Loom Systems delivers an advanced AI solution to predict and prevent problems in the digital business. Loom stands alone in the industry as an AI analysis platform requiring no prior math knowledge from operators, leveraging the existing staff to succeed in the digital era. With offices in S...
SYS-CON Events announced today that Cloud Academy will exhibit at SYS-CON's 20th International Cloud Expo®, which will take place on June 6-8, 2017, at the Javits Center in New York City, NY. Cloud Academy is the industry’s most innovative, vendor-neutral cloud technology training platform. Cloud Academy provides continuous learning solutions for individuals and enterprise teams for Amazon Web Services, Microsoft Azure, Google Cloud Platform, and the most popular cloud computing technologies. Ge...
Historically, some banking activities such as trading have been relying heavily on analytics and cutting edge algorithmic tools. The coming of age of powerful data analytics solutions combined with the development of intelligent algorithms have created new opportunities for financial institutions. In his session at 20th Cloud Expo, Sebastien Meunier, Head of Digital for North America at Chappuis Halder & Co., will discuss how these tools can be leveraged to develop a lasting competitive advanta...
"My role is working with customers, helping them go through this digital transformation. I spend a lot of time talking to banks, big industries, manufacturers working through how they are integrating and transforming their IT platforms and moving them forward," explained William Morrish, General Manager Product Sales at Interoute, in this SYS-CON.tv interview at 18th Cloud Expo, held June 7-9, 2016, at the Javits Center in New York City, NY.
For organizations that have amassed large sums of software complexity, taking a microservices approach is the first step toward DevOps and continuous improvement / development. Integrating system-level analysis with microservices makes it easier to change and add functionality to applications at any time without the increase of risk. Before you start big transformation projects or a cloud migration, make sure these changes won’t take down your entire organization.
With billions of sensors deployed worldwide, the amount of machine-generated data will soon exceed what our networks can handle. But consumers and businesses will expect seamless experiences and real-time responsiveness. What does this mean for IoT devices and the infrastructure that supports them? More of the data will need to be handled at - or closer to - the devices themselves.
DevOps is often described as a combination of technology and culture. Without both, DevOps isn't complete. However, applying the culture to outdated technology is a recipe for disaster; as response times grow and connections between teams are delayed by technology, the culture will die. A Nutanix Enterprise Cloud has many benefits that provide the needed base for a true DevOps paradigm.
My team embarked on building a data lake for our sales and marketing data to better understand customer journeys. This required building a hybrid data pipeline to connect our cloud CRM with the new Hadoop Data Lake. One challenge is that IT was not in a position to provide support until we proved value and marketing did not have the experience, so we embarked on the journey ourselves within the product marketing team for our line of business within Progress. In his session at @BigDataExpo, Sum...
The taxi industry never saw Uber coming. Startups are a threat to incumbents like never before, and a major enabler for startups is that they are instantly “cloud ready.” If innovation moves at the pace of IT, then your company is in trouble. Why? Because your data center will not keep up with frenetic pace AWS, Microsoft and Google are rolling out new capabilities In his session at 20th Cloud Expo, Don Browning, VP of Cloud Architecture at Turner, will posit that disruption is inevitable for c...
SYS-CON Events announced today that Telecom Reseller has been named “Media Sponsor” of SYS-CON's 20th International Cloud Expo, which will take place on June 6–8, 2017, at the Javits Center in New York City, NY. Telecom Reseller reports on Unified Communications, UCaaS, BPaaS for enterprise and SMBs. They report extensively on both customer premises based solutions such as IP-PBX as well as cloud based and hosted platforms.
SYS-CON Events announced today that Ocean9will exhibit at SYS-CON's 20th International Cloud Expo®, which will take place on June 6-8, 2017, at the Javits Center in New York City, NY. Ocean9 provides cloud services for Backup, Disaster Recovery (DRaaS) and instant Innovation, and redefines enterprise infrastructure with its cloud native subscription offerings for mission critical SAP workloads.
Providing the needed data for application development and testing is a huge headache for most organizations. The problems are often the same across companies - speed, quality, cost, and control. Provisioning data can take days or weeks, every time a refresh is required. Using dummy data leads to quality problems. Creating physical copies of large data sets and sending them to distributed teams of developers eats up expensive storage and bandwidth resources. And, all of these copies proliferating...
In recent years, containers have taken the world by storm. Companies of all sizes and industries have realized the massive benefits of containers, such as unprecedented mobility, higher hardware utilization, and increased flexibility and agility; however, many containers today are non-persistent. Containers without persistence miss out on many benefits, and in many cases simply pass the responsibility of persistence onto other infrastructure, adding additional complexity.