|November 26, 2010|
Enviropave International Ltd. Announces Business Combination with Rockex Limited.
|Vancouver, November 26, 2010 - Enviropave International Ltd ("Enviropave") is pleased to announce that it has entered into an amalgamation agreement (the "Agreement") with a wholly-owned subsidiary of Enviropave ("Subco") and Rockex Limited ("Rockex"), an arm's length party engaged in mineral exploration and development in Northwestern Ontario, to pursue a business combination (the "Business Combination") whereunder Enviropave will acquire all the issued and outstanding shares of Rockex and the former shareholders of Rockex will acquire control of Enviropave. |
About the Business Combination
The parties have determined it would be desirable to effect the Business Combination by way of a three cornered amalgamation (the "Amalgamation") pursuant to which it is anticipated that the following steps will occur: (i) Enviropave will consolidate its share capital on a 1:6 basis, thereby reducing its current issued and outstanding shares to 1,254,645 common shares (the consolidated common shares being hereinafter referred to as the "Post-Consolidation Shares"); (ii) Enviropave will change its name to Rockex Mining Corporation ("New Rockex") or such other name as its board may determine and is acceptable to regulatory authorities; (iii) the remaining creditors of Enviropave will convert their debt into Post-Consolidation Shares; and (iv) Enviropave will issue to shareholders of Rockex one (1) common share of Enviropave for each one (1) Rockex common share issued and outstanding immediately prior to the effective time of the Amalgamation; and (v) Rockex and Subco will amalgamate to form a new company called Rockex Limited which will own all the assets of Rockex.
The Amalgamation will be conditional upon, among other things, the completion of a satisfactory concurrent financing (the "Concurrent Financing") pursuant to a private placement by Enviropave or Rockex of at least $2,000,000 and on other terms to be agreed upon between Enviropave, Rockex and an investment firm to be named later engaged for the purpose of facilitating such financing. Following the Amalgamation and Concurrent Financing, there will be an aggregate of approximately 44,589,289 common shares of New Rockex ("New Rockex Shares") issued and outstanding on a fully diluted basis. The current shareholders of Enviropave will hold approximately 2.81% of the New Rockex Shares, the current Rockex Shareholders will hold approximately 86.87% of the New Rockex Shares, and the shareholders who invest in the Concurrent Financing will hold approximately 8.97% of the New Rockex Shares.
Upon completion of the Amalgamation and Concurrent Financing, it is anticipated that the directors and officers of Rockex will become directors and officers of New Rockex (further details set forth below) and that all of the current directors and officers of Enviropave will resign.
After giving effect to the Amalgamation and Concurrent Financing, New Rockex will carry on the business of Rockex through its wholly owned subsidiary, Rockex Limited.
The Amalgamation is anticipated to take effect on or about December 21, 2010. Enviropave has called an annual and special meeting scheduled to be held on December 20, 2010 in Calgary, Alberta. Meeting materials describing the Business Combination in detail will shortly be delivered to the shareholders of Enviropave and will be filed on SEDAR under the company profile for Enviropave. The Amalgamation will also be conditional on approval of the shareholders of Rockex. A special meeting of Rockex shareholders is also scheduled to be held on December 20, 2010 in Toronto, Ontario.
The Directors of Enviropave have unanimously approved the Business Combination and have determined that it is in the best interests of Enviropave's shareholders.
Enviropave was incorporated on May 29, 1996 pursuant to the provisions of the Alberta Business Corporations Act and is extra-provincially registered in the Province of British Columbia. Enviropave's head office is located at Suite 100, 1861 Welch Street, North Vancouver, BC, V7W 2H6 and its registered office is located at 3rd Floor, 14505 Bannister Road SE, Calgary, Alberta, T2X 3J3. Enviropave is a reporting issuer in the Provinces of British Columbia and Alberta. Its shares are not currently listed on any stock exchange.
Enviropave was initially conceived as a junior capital pool company in 1996 pursuant to the policies of the Alberta Stock Exchange. Since then, it has been operating as a capital pool company, looking for a business opportunity for a merger, acquisition or other form of business combination that will enhance shareholder value. As such, Enviropave has not conducted operations of any kind and does not own any assets, other than cash and equivalents. The principal business of Enviropave has been and is to identify and evaluate assets or businesses with a view to completing a qualifying transaction. No such qualifying transaction has been completed to date, although there have been several such transactions which were proposed but were terminated prior to completion. Enviropave was listed on the Alberta Stock Exchange in September 1997 but was delisted on June 26, 2002 for failure to complete a qualifying transaction.
Enviropave Share Capital and Significant Shareholders of Enviropave
The share capital of Enviropave consists of an unlimited number of common shares without nominal or par value, an unlimited number of First Preferred Shares and an unlimited number of Second Preferred Shares. As of the date hereof, there are 7,527,387 common shares issued and outstanding. No First Preferred Shares or Second Preferred Shares are issued and outstanding. Enviropave has no outstanding options. Manipave Construction Ltd. and Harley Sinclair each own or control more than 10% of the issued and outstanding shares of Enviropave.
Rockex was incorporated as a private company under the Business Corporations Act (Ontario) by articles of incorporation dated June 4, 2007. On April 7, 2008, by articles of amendment, the restrictions on transfers of shares and the "private company" restrictions were deleted. Rockex is not a "reporting issuer" within the meaning of the securities laws of Canada and its shares are not freely tradeable and are not listed nor posted for trading on any exchange. The registered office of Rockex is located at 580 New Vickers Street, Thunder Bay, Ontario P7E 6P1 and Rockex also an office at 55 University Avenue, Suite 700, Toronto, Ontario M5J 2H7.
Rockex is a junior mineral exploration and development company focused on its 100% owned Lake St. Joseph iron ore deposit in Northwestern Ontario (the "Lake St. Joseph Iron Ore Property"). The Lake St. Joseph Iron Ore Property, which is the only property which Rockex considers a material property at this time, consists of a 100% interest in 23 contiguous unpatented mining claims (approximately 5,392 hectares) in the Trist Lake Area, Patricia Mining Division, Sioux Lookout District, Province of Ontario, Canada. Rockex owns interests in several other properties that it does not consider material.
Rockex Share Capital and Significant Shareholders of Rockex
The share capital of Rockex consists of an unlimited number of common shares, of which a total of 38,736,454 Rockex shares have been issued and are outstanding. An additional 400,000 Rockex Shares are issuable upon the exercise of Rockex options, each such option entitling the holder to purchase one Rockex share for $0.50 at any time on or before February 1, 2015, but there are no other exercisable rights, warrants, options or other securities currently outstanding.
There are currently approximately 75 shareholders of Rockex. Pierre Gagné of Thunder Bay, Ontario, is the only person who owns or controls, directly or indirectly, more than 10% of the outstanding Rockex shares, holding or controlling 26,560,000 of 38,736,454 Rockex shares currently issued and outstanding (65.98% on a fully diluted basis). Following the Amalgamation, it is anticipated that Pierre Gagné will own or control approximately 58% of the issued and outstanding New Rockex Shares.
Directors and Senior Management of Enviropave after the Amalgamation
After giving effect to Amalgamation and Concurrent Financing, all of the current directors of Enviropave will resign, and Pierre Gagne, Donald Sheldon, Gilles Filion, Chris Dougherty, Jon Tondeur (all of whom are Canadian residents) and another nominee of Rockex, to be decided prior to the Amalgamation, will be appointed to the board of directors of New Rockex.
The current and proposed members of the board of directors and management of Rockex and their brief biographies are as follows:
Chris Dougherty (B.Eng, Dip. Tech. -- age 40) is proposed to be a director of New Rockex. Mr. Dougherty is President of Nordmin Engineering Ltd. in Thunder Bay, Ontario and Vice-President, Engineering of Carlisle Goldfields Limited (a mineral exploration company whose shares are listed on the CNSX). Mr. Dougherty has more than 20 years of experience in the mining industry, having worked on projects for Goldcorp, Placer Dome, Agnico Eagle, Inco, Noranda, Falconbridge, Hudson Bay Mining and others. Mr. Dougherty is President and Director of MetalCORP Limited (a mineral exploration company whose shares are listed on the TSXV) and is also a Director of Rockex. Mr. Dougherty holds a B. Eng. From Lakehead University and a Diploma in Technology from Cambrian College in Sudbury, Ontario. Mr. Dougherty is a member of the Professional Engineers of Ontario, Saskatchewan, Northwest Territories and Nunavut. Mr. Dougherty was the Chairman of the Maintenance and Engineering Society, Canadian Institute of Mining, Metallurgy and Petroleum in 2006-2007. Mr. Dougherty has particular expertise in the design and construction of mine shafts and headframes in mining projects in Canada and around the world.
Stephen Dunn (age 56) is proposed to be the Vice-President, Corporate Development of New Rockex. Mr. Dunn has over 30 years experience in the investment industry having worked with a large Canadian insurance company, a Canadian Schedule A bank, and two different Canadian investment dealers. He has extensive experience in the capital markets and has been a director of two different resource companies. Mr. Dunn earned his BA and his MBA from the University of Western Ontario. Mr. Dunn is a director, C.E.O. and President of Crown Gold Corporation (a mineral exploration company whose shares are listed on the TSXV) and of Wamco Technology Group Ltd.
Gilles Filion (B.Sc.Eng, M.Sc. A -- age 60) is proposed to be a director of New Rockex. Mr. Filion is the former Vice-President, Exploration of Goldcorp Inc. (a mineral exploration company whose shares are listed on the TSX) from 1998 to 2005 and was Vice-President, Exploration of Lexam Exploration Inc. (a mineral exploration company whose shares are listed on the TSXV) from 1998 to 2008. Mr. Filion is currently a Director of MetalCORP Limited (a mineral exploration company whose shares are listed on the TSXV) and Special Geological Advisor to the Board of Carlisle Goldfields Limited (a mineral exploration company whose shares are listed on the CNSX). Mr. Filion is also currently a Director of Rockex Limited. While at Goldcorp, Mr. Filion oversaw the discovery and development of the new high-grade gold zones at Red Lake and continued as Vice-President, Exploration through Goldcorp's dramatic growth until his retirement a few years ago. Mr. Filion holds a B.Sc. ENG and a M.Sc.A from Ecole Polytechnique in Montreal and is a member of the Order of Engineers of Quebec.
Pierre Gagné (age 54) is proposed to be the Chairman and Secretary of New Rockex as well as a director. Mr. Gagné is President of Pierre Gagné Contracting Ltd. in Thunder Bay, Ontario. Mr. Gagné is currently Vice-President, Operations of Carlisle Goldfields Limited (a mineral exploration company whose shares are listed on the CNSX) and a director of MetalCORP Limited (a mineral exploration company whose shares are listed on the TSXV). Mr. Gagné is also currently a Director and Secretary of Rockex Limited. Mr. Gagné has extensive experience in heavy civil construction in the mining and marine sector.
Sam Garafalo (H. B. Comm, CA, CMA, -- age 55) is proposed to be the Chief Financial Officer of New Rockex. Mr. Garofalo is currently Chief Financial Officer of Rockex. Mr. Garofalo is currently Vice President Finance and Chief Financial Officer of MetalCORP Limited (a mineral exploration company whose shares are listed on the TSXV). Mr. Garofalo holds an H.B. Comm from Lakehead University in Thunder Bay, Ontario. Mr. Garofalo has been a professor of accounting at Confederation College in Thunder Bay from 1982 to the present. He holds the designation of Chartered Accountant from the Institute of Chartered Accountants of Ontario and the designation of Certified Management Accountant from the Institute of Certified Management Accountants of Ontario. Mr. Garofalo has 7 years of experience as an auditor with Ernst and Young LLP and 20 years of experience as CFO for several private companies.
Donald Alexander Sheldon
Donald Alexander Sheldon (B.A.Sc., M.A.Sc., LL.B., P.Eng. -- age 63) is proposed to be a director of New Rockex. Mr. Sheldon is a securities lawyer with more than 30 years' experience; he is also a professional engineer; he has been an officer and/or a director of numerous "public companies" over the past fifteen (15) years. Mr. Sheldon received his B.A. Sc. in Industrial Engineering from the University of Toronto in 1970, received his M.A. Sc. from the University of Toronto in 1972 and his P.Eng. in 1973. He then received his LL.B. from Osgoode Hall Law School at York University in 1974. He is licensed to practise law in Ontario and Alberta. He is an executive officer of Sheldon Huxtable Professional Corporation, a law firm. He is also currently a director of Champion Minerals Inc. (a mineral exploration company whose shares are listed on the TSX), the Chief Financial Officer and a director of Carlisle Goldfields Limited (a mineral exploration company whose shares are listed on the CNSX), the Chief Executive Officer and a director of MetalCORP Limited (a mineral exploration company whose shares are listed on the TSXV), a director of Goldtrain Resources Inc. (a company whose shares are listed on the CNSX) and a director of Crown Gold Corporation (a mineral exploration company whose shares are listed on the TSXV).
Jonathan Tondeur (P.Eng -- age 49) is proposed to be a director of New Rockex. Mr. Tondeur is a Senior Partner, Vice-President, Surety at Stevenson & Hunt Insurance Brokers Ltd. and is currently a Director of Rockex. Mr. Tondeur holds a P. Eng from the University of Guelph, Ontario. Mr. Tondeur has 20 years of experience in construction and mining and currently focusing on both clients and mergers and acquisitions at Stevenson & Hunt Insurance Brokers Ltd.
Other Information Relating to the Amalgamation
Rockex and Enviropave and their respective directors, officers and insiders deal with each other at arm's length and consequently, the Amalgamation and Concurrent Financing will be an arm's length transaction.
A finder's fee of an aggregate of 130,000 Post-Consolidated Shares will be paid on the Closing Date of the Amalgamation to Harley Sinclair and Collin Tassin, both of whom are third party advisor to Enviropave, who have provided services in connection with the transaction for measurable benefit received.
Completion of the Amalgamation is subject to a number of conditions, including but not limited to, approval of the Amalgamation by the shareholders of Rockex, satisfactory due diligence investigations by each company, regulatory approvals and the completion of the Concurrent Financing. Also, no material adverse change in the affairs of Enviropave or Rockex must occur until the closing of the proposed Amalgamation. There can be no assurance that the Amalgamation will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the disclosure documentation to be prepared in connection with the Business Combination, any information released or received with respect to the Business Combination may not be accurate or complete and should not be relied upon. Trading in the securities of a junior resource company should be considered highly speculative.
For further information: Bryan Tassin, President and Chief Executive Officer, Enviropave International Ltd., (604) 983-9170; Mr. Sam Garofalo, Chief Financial Officer, Rockex Limited, (807) 623-2626.
You can view the Next News Releases item: Wed Dec 8, 2010, Rockex Limited Issues Resource Estimate of 1 Billion Tonnes Grading Approximately 29% Iron for its Eagle Island Deposit at its 100%-Owned Western Lake St. Joseph Iron Ore Project in Northwestern Ontario.
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