CALGARY, April 4, 2013 /CNW/ - RIA Resources Corp. (TSXV: RIA) (" RIA") is pleased to announced it has entered into an arm's length arrangement agreement (the " Arrangement Agreement") dated effective April 3, 2013 with Qwest Diversified Capital Corp. (" QDCC") pursuant to which QDCC will acquire all of the common shares of RIA (" RIA Shares") by way of a plan of arrangement (the " Arrangement"). The Arrangement Agreement supersedes the non-binding letter of intent dated February 1, 2013 between RIA and Qwest Investment Management Corp., the terms and conditions of which were announced by RIA on February 5, 2013. It is anticipated that the effective date of the Arrangement will be on or before June 15, 2013 (the " Effective Date").
Under the terms of the Arrangement Agreement, RIA shareholders will receive 0.014 (the " Exchange Ratio") of a series 1 preferred share of QDCC (" QDCC Preferred Shares") for each RIA Share held. The QDCC Preferred Shares will be issued from QDCC's treasury at a deemed price of $10.00 per QDCC Preferred Share. Accordingly, the Exchange Ratio implies a value of $0.14 per RIA Share, representing a 211% premium to the closing price of RIA's Shares on the TSX Venture Exchange on April 3, 2013, the last day of trading prior to this announcement. The Exchange Ratio was derived from the net asset value of RIA's oil and gas assets set forth in an independently prepared engineering report.
Holders of QDCC Preferred Shares have the right to redeem their shares at a price per share equivalent to net asset value of QDCC divided by the number of QDCC Preferred Shares issued and outstanding at a date at least five years and one day from the date of issue of the QDCC Preferred Shares to RIA shareholders, all as more fully described in the articles of incorporation and unanimous shareholders agreement of QDCC. The QDCC Preferred Shares are non-voting shares, and are eligible for discretionary dividends to be determined by the Board of Directors of QDCC from time to time. Although the payment and the amount of dividends declared will be subject to the discretion of the Board of Directors it is the Board of Directors intention to exercise its discretion in favour of paying dividends on the QDCC Preferred Shares, subject to commodity prices and the overall financial performance of QDCC, on a quarterly basis.