Welcome!

News Feed Item

Aquila Resources Inc. and REBgold Corporation Announce Closing of Business Combination and Completion of Back Forty Acquisition

- Closes Private Placement Financing for $4.85M -
- Acquires 100% interest in the Back Forty Project -

TORONTO, Jan. 16, 2014 /CNW/ - Aquila Resources Inc. (TSX: AQA) (OTCQX: AQARF) (FKT: JM4A) ("Aquila") and REBgold Corporation (TSX.V: RBG) ("REBgold") announced today that they have completed the following previously announced transactions:

I.    

a statutory plan of arrangement, pursuant to which Aquila acquired 100% of the outstanding shares of REBgold in exchange for Aquila shares on a one-for-one basis (the "Arrangement");

II.    

the acquisition of 100% of the shares of HudBay Michigan Inc. ("HMI"), effectively giving Aquila 100% ownership in the Back Forty Project; and

III.    

the non-brokered private placement of REBgold shares for gross proceeds of approximately $4.85 million (the "REBgold Financing"). Pursuant to the REBgold Financing, Baker Steel Capital Managers LLP, on behalf of investment funds managed or controlled by it ("Baker Steel"), invested $4.5 million of such gross proceeds.  Proceeds from the REBgold Financing will be used for general working capital and to fund the next phase of development activity at Back Forty.

Board of Directors & Management
With the successful completion of the Arrangement, Aquila is now led by Mark Burridge, Chairman, and Barry Hildred, who will continue in his capacity as Chief Executive Officer. Aquila's new management team is comprised of:

Management Team

Name

Position

Barry Hildred

CEO

Louis Nagy

CFO

Tom Quigley

VP Exploration

Coen Louwarts

VP Corporate Development

Paul Miller

VP Metallurgy

Mark Burridge will also provide advisory support to the management team in areas of business development and corporate finance.

The Aquila board is now comprised of:

Board of Directors

Name

Position

Mark Burridge

Chairman

Barry Hildred

Non-Independent Director

Edward Munden

Independent Director

Peter Bradshaw

Independent Director

Peter Secker

Independent Director

Stephen Fabian

Independent Director

Due to limitations on the size of the Aquila board immediately following closing of the Arrangement, it is intended that Ed Guimaraes will be put forward as a management nominee at Aquila's next annual general meeting of shareholders. Until such time, Mr. Guimaraes will act as an advisor to the Aquila board of directors.

Aquila and REBgold would like to thank the departing members of both management teams and boards for all their efforts during their tenure with Aquila and REBgold, and during this transitional period. The incoming management team and board wish them the best of luck in their future endeavors.

REBgold Financing
Pursuant to the REBgold Financing, REBgold issued a total of 37,300,385 shares at a price of $0.13 per share for gross proceeds of approximately $4.85 million. All of these shares were immediately exchanged for 37,300,385 Aquila shares pursuant to the Arrangement. In connection with the issuance of 2,285,000 REBgold shares for gross proceeds of $297,050 as part of the REBgold private placement, REBgold paid broker compensation consisting of (i) a cash commission equal to 7% of the gross proceeds related to such subscriptions, and (ii) non-transferable broker warrants (the "Broker Warrants") to purchase an aggregate of 159,950 REBgold shares (representing 7% of the REBgold shares related to such subscriptions) at a price of $0.15 per share for two years from the closing of the REBgold Financing.  As a result of completion of the Arrangement, each Broker Warrant became exercisable for one Aquila share at a price $0.15 per share.

Post-Closing Capital Structure
Immediately following completion of the Arrangement and related transactions, there are approximately 183 million common shares of Aquila outstanding and 27.8 million common shares exercisable through stock options, convertible debentures and warrants.

Immediately prior to completion of the Arrangement and related transactions, there were 64,825,568 REBgold shares outstanding (including shares issued pursuant to the REBgold Financing). All of these shares were exchanged for Aquila shares pursuant to the Arrangement on a one-for-one basis. In connection with Aquila's acquisition of HMI, Aquila issued 18,650,193 shares to HudBay Minerals Inc. ("Hudbay") in satisfaction of the portion of the purchase price for HMI that was payable on closing. Baker Steel is now Aquila's largest shareholder and owns or controls 45,483,886 Aquila common shares or approximately 25% of the outstanding Aquila common shares. Hudbay now owns or controls 33,017,758 Aquila common shares or approximately 18% of the outstanding Aquila common shares.

Impact of the Arrangement on REBgold
In connection with the completion of the Arrangement, REBgold, as a wholly-owned subsidiary of Aquila, will have its shares delisted from the TSX Venture Exchange and will cease to be a reporting issuer.

The Toronto Stock Exchange neither approves nor disapproves the information contained in this News Release.  Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

This press release contains certain forward-looking statements. In certain cases, forward-looking statements can be identified by the use of words such as "plans", "expects" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved". Forward-looking statements and information are subject to various known and unknown risks and uncertainties, many of which are beyond the ability of Aquila and REBgold to control or predict, that may cause their actual results, performance or achievements to be materially different from those expressed or implied thereby, and are developed based on assumptions about such risks, uncertainties and other factors set out herein. Neither Aquila nor REBgold undertakes any obligation to update forward-looking information except as required by applicable law. Such forward-looking information represents Aquila's and REBgold's best judgment based on information currently available. No forward-looking statement can be guaranteed and actual future results may vary materially. Accordingly, readers are advised not to place undue reliance on forward-looking statements or information. Furthermore, mineral resources that are not mineral reserves do not have demonstrated economic viability.

SOURCE REBgold Corporation

More Stories By PR Newswire

Copyright © 2007 PR Newswire. All rights reserved. Republication or redistribution of PRNewswire content is expressly prohibited without the prior written consent of PRNewswire. PRNewswire shall not be liable for any errors or delays in the content, or for any actions taken in reliance thereon.

Latest Stories
"We are an all-flash array storage provider but our focus has been on VM-aware storage specifically for virtualized applications," stated Dhiraj Sehgal of Tintri in this SYS-CON.tv interview at 19th Cloud Expo, held November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA.
"We are a leader in the market space called network visibility solutions - it enables monitoring tools and Big Data analysis to access the data and be able to see the performance," explained Shay Morag, VP of Sales and Marketing at Niagara Networks, in this SYS-CON.tv interview at 19th Cloud Expo, held November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA.
According to Forrester Research, every business will become either a digital predator or digital prey by 2020. To avoid demise, organizations must rapidly create new sources of value in their end-to-end customer experiences. True digital predators also must break down information and process silos and extend digital transformation initiatives to empower employees with the digital resources needed to win, serve, and retain customers.
Amazon has gradually rolled out parts of its IoT offerings in the last year, but these are just the tip of the iceberg. In addition to optimizing their back-end AWS offerings, Amazon is laying the ground work to be a major force in IoT – especially in the connected home and office. Amazon is extending its reach by building on its dominant Cloud IoT platform, its Dash Button strategy, recently announced Replenishment Services, the Echo/Alexa voice recognition control platform, the 6-7 strategic...
Organizations planning enterprise data center consolidation and modernization projects are faced with a challenging, costly reality. Requirements to deploy modern, cloud-native applications simultaneously with traditional client/server applications are almost impossible to achieve with hardware-centric enterprise infrastructure. Compute and network infrastructure are fast moving down a software-defined path, but storage has been a laggard. Until now.
We're entering the post-smartphone era, where wearable gadgets from watches and fitness bands to glasses and health aids will power the next technological revolution. With mass adoption of wearable devices comes a new data ecosystem that must be protected. Wearables open new pathways that facilitate the tracking, sharing and storing of consumers’ personal health, location and daily activity data. Consumers have some idea of the data these devices capture, but most don’t realize how revealing and...
IoT solutions exploit operational data generated by Internet-connected smart “things” for the purpose of gaining operational insight and producing “better outcomes” (for example, create new business models, eliminate unscheduled maintenance, etc.). The explosive proliferation of IoT solutions will result in an exponential growth in the volume of IoT data, precipitating significant Information Governance issues: who owns the IoT data, what are the rights/duties of IoT solutions adopters towards t...
Get deep visibility into the performance of your databases and expert advice for performance optimization and tuning. You can't get application performance without database performance. Give everyone on the team a comprehensive view of how every aspect of the system affects performance across SQL database operations, host server and OS, virtualization resources and storage I/O. Quickly find bottlenecks and troubleshoot complex problems.
Whether your IoT service is connecting cars, homes, appliances, wearable, cameras or other devices, one question hangs in the balance – how do you actually make money from this service? The ability to turn your IoT service into profit requires the ability to create a monetization strategy that is flexible, scalable and working for you in real-time. It must be a transparent, smoothly implemented strategy that all stakeholders – from customers to the board – will be able to understand and comprehe...
Between 2005 and 2020, data volumes will grow by a factor of 300 – enough data to stack CDs from the earth to the moon 162 times. This has come to be known as the ‘big data’ phenomenon. Unfortunately, traditional approaches to handling, storing and analyzing data aren’t adequate at this scale: they’re too costly, slow and physically cumbersome to keep up. Fortunately, in response a new breed of technology has emerged that is cheaper, faster and more scalable. Yet, in meeting these new needs they...
Complete Internet of Things (IoT) embedded device security is not just about the device but involves the entire product’s identity, data and control integrity, and services traversing the cloud. A device can no longer be looked at as an island; it is a part of a system. In fact, given the cross-domain interactions enabled by IoT it could be a part of many systems. Also, depending on where the device is deployed, for example, in the office building versus a factory floor or oil field, security ha...
An IoT product’s log files speak volumes about what’s happening with your products in the field, pinpointing current and potential issues, and enabling you to predict failures and save millions of dollars in inventory. But until recently, no one knew how to listen. In his session at @ThingsExpo, Dan Gettens, Chief Research Officer at OnProcess, discussed recent research by Massachusetts Institute of Technology and OnProcess Technology, where MIT created a new, breakthrough analytics model for s...
When it comes to cloud computing, the ability to turn massive amounts of compute cores on and off on demand sounds attractive to IT staff, who need to manage peaks and valleys in user activity. With cloud bursting, the majority of the data can stay on premises while tapping into compute from public cloud providers, reducing risk and minimizing need to move large files. In his session at 18th Cloud Expo, Scott Jeschonek, Director of Product Management at Avere Systems, discussed the IT and busin...
"We are the public cloud providers. We are currently providing 50% of the resources they need for doing e-commerce business in China and we are hosting about 60% of mobile gaming in China," explained Yi Zheng, CPO and VP of Engineering at CDS Global Cloud, in this SYS-CON.tv interview at 19th Cloud Expo, held November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA.
In his general session at 19th Cloud Expo, Manish Dixit, VP of Product and Engineering at Dice, discussed how Dice leverages data insights and tools to help both tech professionals and recruiters better understand how skills relate to each other and which skills are in high demand using interactive visualizations and salary indicator tools to maximize earning potential. Manish Dixit is VP of Product and Engineering at Dice. As the leader of the Product, Engineering and Data Sciences team at D...