Buchans River Ltd. are pleased to announce that the Plan of Arrangement between Buchans River and Royal Roads was completed today. The Arrangement was overwhelmingly approved by Buchans River shareholders at a special meeting held on July 23, 2008, and was approved by the Supreme Court of Nova Scotia on July 24, 2008.
It is expected that Buchans River shares will be delisted from trading on the TSX-V later this week. Following the delisting of its shares from the TSX-V, Buchans River plans to apply to the relevant securities regulatory authorities to cease being a reporting issuer in all of the jurisdictions in Canada where it is currently reporting.
Under the Arrangement, Buchans River was amalgamated with 6985742 Canada Inc., a wholly-owned subsidiary of Royal Roads, and shareholders of Buchans River (except Royal Roads) will receive 1.55 common shares of Royal Roads in exchange for each common share of Buchans River they own on July 25, 2008, the effective date of the Arrangement (“Effective Date”). In addition, all warrants and stock options of Buchans River outstanding on the Effective Date will be exchanged for economically equivalent warrants and options of Royal Roads, based upon the same exchange ratio. Royal Roads will issue 38,445,586 common shares in connection with the Arrangement and will have 112,127,495 common shares, 13,923,099 warrants and 10,705,500 stock options outstanding after giving effect to the Arrangement.
Royal Roads appointed Computershare Investor Services Inc. (“Computershare”) as Exchange Agent in connection with the Arrangement. Computershare will be mailing to each Buchans River shareholder a Letter of Transmittal, which must be completed, signed and returned to Computershare along with the certificates representing the Buchans River shares in order to receive certificates for Royal Roads common shares.
“We are pleased to see this transaction completed as we believe that the complementary and geographic proximity of the assets of Royal Roads and Buchans will provide synergies and economies of scale in the exploration and development of mineral projects of the two companies,” remarked Warren MacLeod, President and Chief Executive Officer of Royal Roads and Buchans River.
About Royal Roads and Buchans River
Royal Roads is a resource company based in Halifax, Nova Scotia, Canada and is focused on exploring and developing base metal properties in central Newfoundland and Labrador, Canada. Buchans River is also based in Halifax and is focused on exploring and developing base metal properties in the famous Buchans mining camp in central Newfoundland and Labrador, Canada. Together, Royal Roads and Buchans River control a total of 33,700 hectares within central Newfoundland and Labrador’s Victoria Lake and Buchans mining camps, including the historic Buchans mine (owned by Buchans River) and the Daniels Pond deposit (owned by Royal Roads). Buchans River also controls several exploration properties outside of the Buchans camp, including several under joint venture to Prominex Resource Corp. (PXR – TSX-V) and Playfair Mining Ltd. (PLY – TSX-V), which are being actively explored. Royal Roads is 44.40% controlled by Acadian Mining Corp., a Halifax based resource company developing gold and base metal properties, including the Scotia Mine (lead and zinc) in Nova Scotia.
For further information
Warren G. MacLeod, President & CEO of Royal Roads and Buchans River
David Felderhof, Vice-President of Royal Roads and Buchans River
Source: Buchans River Ltd.; ROYAL ROADS CORP.