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
Today we can collect lots and lots of performance data. We build beautiful dashboards and even have fancy query languages to access and transform the data. Still performance data is a secret language only a couple of people understand. The more business becomes digital the more stakeholders are interested in this data including how it relates to business. Some of these people have never used a monitoring tool before. They have a question on their mind like “How is my application doing” but no id...
Personalization has long been the holy grail of marketing. Simply stated, communicate the most relevant offer to the right person and you will increase sales. To achieve this, you must understand the individual. Consequently, digital marketers developed many ways to gather and leverage customer information to deliver targeted experiences. In his session at @ThingsExpo, Lou Casal, Founder and Principal Consultant at Practicala, discussed how the Internet of Things (IoT) has accelerated our abil...
With so much going on in this space you could be forgiven for thinking you were always working with yesterday’s technologies. So much change, so quickly. What do you do if you have to build a solution from the ground up that is expected to live in the field for at least 5-10 years? This is the challenge we faced when we looked to refresh our existing 10-year-old custom hardware stack to measure the fullness of trash cans and compactors.
Extreme Computing is the ability to leverage highly performant infrastructure and software to accelerate Big Data, machine learning, HPC, and Enterprise applications. High IOPS Storage, low-latency networks, in-memory databases, GPUs and other parallel accelerators are being used to achieve faster results and help businesses make better decisions. In his session at 18th Cloud Expo, Michael O'Neill, Strategic Business Development at NVIDIA, focused on some of the unique ways extreme computing is...
The emerging Internet of Everything creates tremendous new opportunities for customer engagement and business model innovation. However, enterprises must overcome a number of critical challenges to bring these new solutions to market. In his session at @ThingsExpo, Michael Martin, CTO/CIO at nfrastructure, outlined these key challenges and recommended approaches for overcoming them to achieve speed and agility in the design, development and implementation of Internet of Everything solutions wi...
Cloud computing is being adopted in one form or another by 94% of enterprises today. Tens of billions of new devices are being connected to The Internet of Things. And Big Data is driving this bus. An exponential increase is expected in the amount of information being processed, managed, analyzed, and acted upon by enterprise IT. This amazing is not part of some distant future - it is happening today. One report shows a 650% increase in enterprise data by 2020. Other estimates are even higher....
With over 720 million Internet users and 40–50% CAGR, the Chinese Cloud Computing market has been booming. When talking about cloud computing, what are the Chinese users of cloud thinking about? What is the most powerful force that can push them to make the buying decision? How to tap into them? In his session at 18th Cloud Expo, Yu Hao, CEO and co-founder of SpeedyCloud, answered these questions and discussed the results of SpeedyCloud’s survey.
SYS-CON Events announced today that Isomorphic Software will exhibit at DevOps Summit at 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. Isomorphic Software provides the SmartClient HTML5/AJAX platform, the most advanced technology for building rich, cutting-edge enterprise web applications for desktop and mobile. SmartClient combines the productivity and performance of traditional desktop software with the simp...
Actian Corporation has announced the latest version of the Actian Vector in Hadoop (VectorH) database, generally available at the end of July. VectorH is based on the same query engine that powers Actian Vector, which recently doubled the TPC-H benchmark record for non-clustered systems at the 3000GB scale factor (see tpc.org/3323). The ability to easily ingest information from different data sources and rapidly develop queries to make better business decisions is becoming increasingly importan...
SYS-CON Events announced today that 910Telecom will exhibit at the 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. Housed in the classic Denver Gas & Electric Building, 910 15th St., 910Telecom is a carrier-neutral telecom hotel located in the heart of Denver. Adjacent to CenturyLink, AT&T, and Denver Main, 910Telecom offers connectivity to all major carriers, Internet service providers, Internet backbones and ...
Kubernetes, Docker and containers are changing the world, and how companies are deploying their software and running their infrastructure. With the shift in how applications are built and deployed, new challenges must be solved. In his session at @DevOpsSummit at19th Cloud Expo, Sebastian Scheele, co-founder of Loodse, will discuss the implications of containerized applications/infrastructures and their impact on the enterprise. In a real world example based on Kubernetes, he will show how to ...
Traditional on-premises data centers have long been the domain of modern data platforms like Apache Hadoop, meaning companies who build their business on public cloud were challenged to run Big Data processing and analytics at scale. But recent advancements in Hadoop performance, security, and most importantly cloud-native integrations, are giving organizations the ability to truly gain value from all their data. In his session at 19th Cloud Expo, David Tishgart, Director of Product Marketing ...
SYS-CON Events announced today Telecom Reseller has been named “Media Sponsor” of SYS-CON's 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. 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.
As the world moves toward more DevOps and Microservices, application deployment to the cloud ought to become a lot simpler. The Microservices architecture, which is the basis of many new age distributed systems such as OpenStack, NetFlix and so on, is at the heart of Cloud Foundry - a complete developer-oriented Platform as a Service (PaaS) that is IaaS agnostic and supports vCloud, OpenStack and AWS. Serverless computing is revolutionizing computing. In his session at 19th Cloud Expo, Raghav...
Aspose.Total for .NET is the most complete package of all file format APIs for .NET as offered by Aspose. It empowers developers to create, edit, render, print and convert between a wide range of popular document formats within any .NET, C#, ASP.NET and VB.NET applications. Aspose compiles all .NET APIs on a daily basis to ensure that it contains the most up to date versions of each of Aspose .NET APIs. If a new .NET API or a new version of existing APIs is released during the subscription peri...