VANCOUVER, Feb. 27, 2015 /CNW/ - Rio Cristal Resources
Corporation (TSXV:RCZ) ("Rio
Cristal" or the "Company") announces the approval
of all resolutions presented to shareholders for approval at its
Annual General and Special Meeting of shareholders held on
February 27, 2015.
The shareholders of the Company approved the following
matters:
- The re-appointment of Davidson & Company LLP, Chartered
Accountants, as auditors of the Company for the ensuing year;
- The setting of the number of directors at four;
- The ratification, confirmation and approval of the Company's
Stock Option Plan;
- The election of Lenard Boggio,
Purni Parikh, Robert Pirooz and
Richard Warke to the board of
directors of the Company;
- The approval for settlement of debt accrued in the amount of
$1,280,905.36 by the issuance of
25,618,106 units for debt (further information below);
- The authorization and approval of a $200,000 private placement under which the
Company will issue 4,000,000 units (further information below)
Units for Debt Transaction ("Debt
Transaction")
Shareholders approved the issuance of 25,618,106 units for debt
(each a "Debt Unit") with each Debt Unit comprised of one common
share and one common share purchase warrant (a "Debt Warrant"), to
settle an aggregate debt of $1,280,905.36 owing to Augusta Investments Inc.
("Augusta") and Iris Consulting Limited ("Iris"). A total of
25,618,106 Debt Units will be issued at a deemed price of
$0.05 per Debt Unit. The Debt
Warrants will have an exercise price of $0.05 per common share and will be exerciseable
for a five year term. Augusta and Iris each hold an equal
amount of the Company's debt. The Debt Transaction is subject
to TSX Venture Exchange approval ("TSXV").
Private Placement
Shareholders authorized and approved the $200,000 private placement financing ("Private
Placement") under which the Company will issue 4,000,000 units
("Private Placement Units") at a deemed price of $0.05 per Private Placement Unit. Each
Private Placement Unit will be comprised of one common share and
one common share purchase warrant (a "Private Placement
Warrant"). The Private Placement Warrants will have an
exercise price of $0.08 per common
share and will be exerciseable for a three year term. The
Private Placement is conditional upon the successful completion of
the Debt Transaction. Augusta, Hemisphere Holdings Limited, and
Purni Parikh are participating in the Private Placement. Hemisphere
Holdings Limited is owned by Shimmer Trust, of which Mr. Robert
Pirooz, Q.C. is a beneficiary. The Private Placement is subject to
TSXV approval.
Management Appointments
The Company also announces reappointment of Matthew Watson as President and Chief Executive
Officer, the appointment of Margaret
Brodie as Chief Financial Officer, and the appointment of
Amber Schaefer as Corporate
Secretary.
About Rio Cristal Resources Corporation
Rio Cristal Resources Corporation is a Canadian company listed
on the TSXV under the symbol RCZ.
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
This release contains forward-looking statements as that term is
used in Canadian securities law. Often, but not always,
forward-looking statements can be identified by the use of words
such as "expected", "will" or variations of such words and
phrases. Forward-looking statements involve known and unknown
risks, uncertainties, and other factors which may cause the actual
results, performance, or achievements of the Company to be
materially different from any future results, performance, or
achievements expressed or implied by the forward-looking
statements. These statements are based on management's current
expectations and beliefs and are subject to a number of risks and
uncertainties. Examples of forward-looking information in this news
release include, but are not limited to, statements with respect to
closing of the units for debt transaction and the Private
Placement, TSXV approval of the issuance of the Debt Units or the
Private Placement, shareholder approval of the election of
Richard W. Warke, Robert Pirooz Q.C. and Purni Parikh to the
Company's board, escrow of the shares comprising the Debt Units and
any shares issued upon exercise of the Debt Warrants, the duration
of any halt in trading of the Company's common shares and the date
on which an information circular will be reviewed and accepted for
filing by the TSXV and mailed to shareholders. For additional
information on risks and uncertainties, see the Company's MD&A
for the year ended March 31, 2014,
which is available on SEDAR at www.sedar.com. The risk factors
identified in the Company's annual MD&A are not intended to
represent a complete list of factors that could affect the Company.
Accordingly, readers should not place undue reliance on
forward-looking statements. The Company does not assume any
obligation to update the forward-looking information contained in
this press release.
SOURCE Rio Cristal Resources Corporation