VANCOUVER, Jan. 28, 2014 /CNW Telbec/ - Sirocco Mining Inc. ("Sirocco") (TSX: SIM) and Canada Lithium Corp. (" Canada Lithium") ( TSX: CLQ) ( U.S. OTC: CLQMF) are pleased to announce that, at their respective special meetings of shareholders held today, Sirocco's shareholders approved the plan of arrangement (the " Arrangement") involving Sirocco and Canada Lithium and Canada Lithium's shareholders approved various matters to be completed by Canada Lithium in connection with the completion of the Arrangement, which was previously announced on December 4, 2013.
Under the Arrangement, Canada Lithium will acquire all of the issued and outstanding common shares of Sirocco (" Sirocco Shares") for consideration of 1.175 common shares of Canada Lithium (" Canada Lithium Shares") on a pre-Consolidation basis (representing consideration of approximately 0.3916 Canada Lithium Shares on a post-Consolidation basis) for each outstanding Sirocco Share (the " Exchange Ratio").
At the Sirocco meeting, Sirocco shareholders approved a special resolution authorizing the Arrangement, by an affirmative vote of approximately 99.9% of the votes cast in respect thereof by Sirocco shareholders present in person or by proxy at the meeting. At the Canada Lithium meeting, Canada Lithium shareholders approved (i) a special resolution authorizing the continuance (the " Continuance") of Canada Lithium from the Business Corporations Act ( Ontario) (the " OBCA") to the Canada Business Corporations Act (the " CBCA"); (ii) an ordinary resolution authorizing the issuance by Canada Lithium of such number of Canada Lithium Shares as is necessary to allow Canada Lithium to acquire 100% of the Sirocco Shares on the basis of the Exchange Ratio pursuant to the Arrangement; (iii) a special resolution authorizing the consolidation (the " Consolidation") of all outstanding Canada Lithium Shares on a 3-for-1 basis; and (iv) a special resolution authorizing the name change (the " Name Change") of Canada Lithium to "RB Energy Inc." or such other name as is determined by the board of directors of Canada Lithium in its sole discretion and subject to regulatory approval. The foregoing resolutions were approved by affirmative votes of approximately 97.5%, 96.8%, 95.5% and 96.5%, respectively, of the votes cast in respect thereof by Canada Lithium shareholders present in person or by proxy at the meeting.
The hearing for the final order to approve the Arrangement is currently scheduled to take place on January 29, 2014. In addition to the final order, the Arrangement and the transactions related thereto remain subject to the satisfaction or waiver of certain conditions precedent to completion, including receipt of all requisite third party, regulatory and governmental approvals, under the arrangement agreement dated December 4, 2013 between Canada Lithium and Sirocco, as amended on December 24, 2013 (the " Arrangement Agreement").Following receipt of the final order, Canada Lithium will continue from a corporation governed by the OBCA to a corporation governed by the CBCA. Upon completion of the Continuance, Sirocco will effect the Arrangement, pursuant to which (i) Canada Lithium will acquire all of the outstanding Sirocco Shares, such that Sirocco will become a wholly-owned subsidiary of Canada Lithium, and Canada Lithium will issue approximately 294 million Canada Lithium Shares on a pre-Consolidation basis (approximately 98 million Canada Lithium Shares on a post-Consolidation basis) in consideration therefor to former Sirocco shareholders; (ii) the outstanding options to purchase Sirocco Shares will then be deemed to be exchanged for options to purchase Canada Lithium Shares (the " Converted CLQ Options"), with appropriate adjustments being made to reflect the Exchange Ratio; and (iii) Canada Lithium will then complete a vertical amalgamation with Sirocco. In connection with the Arrangement, Canada Lithium will also consolidate its Canada Lithium Shares (including the Canada Lithium Shares issued to former shareholders of Sirocco under the Arrangement), on the basis of one new Canada Lithium Share for every three existing Canada Lithium Shares, and change its name to "RB Energy Inc." (including "Énergie RB Inc." in its French form). Sirocco shareholders will receive the Canada Lithium Shares to which they are entitled under the Arrangement on a post-Consolidation basis. In addition, Canada Lithium will adjust its outstanding convertible securities, including the Converted CLQ Options, to account for the Consolidation.