This Day On The Street
Continue to site right-arrow
ADVERTISEMENT
This account is pending registration confirmation. Please click on the link within the confirmation email previously sent you to complete registration.
Need a new registration confirmation email? Click here
TheStreet Open House

Sirocco And Canada Lithium Announce Meeting Results

Stocks in this article: SIM

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.

1 of 2

Select the service that is right for you!

COMPARE ALL SERVICES
Action Alerts PLUS
Try it NOW

Jim Cramer and Stephanie Link actively manage a real portfolio and reveal their money management tactics while giving advanced notice before every trade.

Product Features:
  • $2.5+ million portfolio
  • Large-cap and dividend focus
  • Intraday trade alerts from Cramer
  • Weekly roundups
TheStreet Quant Ratings
Try it NOW
Only $49.95/yr

Access the tool that DOMINATES the Russell 2000 and the S&P 500.

Product Features:
  • Buy, hold, or sell recommendations for over 4,300 stocks
  • Unlimited research reports on your favorite stocks
  • A custom stock screener
  • Upgrade/downgrade alerts
Stocks Under $10
Try it NOW

David Peltier, uncovers low dollar stocks with extraordinary upside potential that are flying under Wall Street's radar.

Product Features:
  • Model portfolio
  • Stocks trading below $10
  • Intraday trade alerts
  • Weekly roundups
Dividend Stock Advisor
Try it NOW

Jim Cramer's protege, David Peltier, identifies the best of breed dividend stocks that will pay a reliable AND significant income stream.

Product Features:
  • Diversified model portfolio of dividend stocks
  • Alerts when market news affect the portfolio
  • Bi-weekly updates with exact steps to take - BUY, HOLD, SELL
Real Money Pro
Try it NOW

All of Real Money, plus 15 more of Wall Street's sharpest minds delivering actionable trading ideas, a comprehensive look at the market, and fundamental and technical analysis.

Product Features:
  • Real Money + Doug Kass Plus 15 more Wall Street Pros
  • Intraday commentary & news
  • Ultra-actionable trading ideas
Options Profits
Try it NOW

Our options trading pros provide daily market commentary and over 100 monthly option trading ideas and strategies to help you become a well-seasoned trader.

Product Features:
  • 100+ monthly options trading ideas
  • Actionable options commentary & news
  • Real-time trading community
  • Options TV
To begin commenting right away, you can log in below using your Disqus, Facebook, Twitter, OpenID or Yahoo login credentials. Alternatively, you can post a comment as a "guest" just by entering an email address. Your use of the commenting tool is subject to multiple terms of service/use and privacy policies - see here for more details.
Submit an article to us!
DOW 16,805.41 +127.51 0.76%
S&P 500 1,964.58 +13.76 0.71%
NASDAQ 4,483.7150 +30.9230 0.69%

Brokerage Partners

Rates from Bankrate.com

  • Mortgage
  • Credit Cards
  • Auto

Free Newsletters from TheStreet

My Subscriptions:

After the Bell

Before the Bell

Booyah! Newsletter

Midday Bell

TheStreet Top 10 Stories

Winners & Losers

Register for Newsletters
Top Rated Stocks Top Rated Funds Top Rated ETFs