RUN OF RIVER POWER INC. ("ROR")
BULLETIN TYPE: Plan of Arrangement-Property-Asset or Share Disposition Agreement, Delist
BULLETIN DATE: August 18, 2014
TSX Venture Tier 1 Company
Plan of Arrangement:
The TSX Venture Exchange (the 'Exchange') has accepted for filing documentation in connection with an arrangement agreement dated May 6, 2014, as amended May 30, 2014, June 27, 2014 and August 12, 2014 (collectively, the 'Arrangement Agreement') among Run of River Power Inc. (the 'Company' or 'Run of River'), Rockford Energy Corporation ('REC'), Concord SCCP General Partner (I) Inc. ('Concord SCCP') and its wholly-owned subsidiary ROR Acquisition Ltd. ('AcquireCo'), and 0999130 B.C. Ltd. ('REC Acquirer'). The plan of arrangement (the 'Plan of Arrangement') was approved by the shareholders of Run of River (the 'Company') at the meeting of shareholders held on May 30, 2014, and the Plan of Arrangement was approved by the Supreme Court of British Columbia on July 24, 2014.
Pursuant to the Plan of Arrangement, among other things, the following transactions were completed: (i) the Company amalgamated with four of its wholly-owned subsidiaries, namely Crawford Energy Corp., Northwest Cascade Power Ltd., Raffuse Energy Corporation and Western Biomass Power Corp. (the 'First Amalgamation'), (ii) all outstanding stock options of the Company were terminated, (iii) each common share of the Company (each, an 'ROR Share') held by shareholders of the Company (each, an 'ROR Shareholder') at the effective time of closing, was transferred to AcquireCo in consideration for the payment to each ROR Shareholder of their pro rata share of the ROR Consideration (as defined in the Plan of Arrangement), and (iv) the entity resulting from the First Amalgamation amalgamated with AcquireCo (the 'Second Amalgamation') to form ROR Power Inc. ('ROR Power'). In accordance with the Arrangement Agreement, Concord SCCP advanced $1,250,000 to AcquireCo as a capital contribution, which funds became available to ROR Power on completion of the Second Amalgamation. On closing of the Plan of Arrangement, ROR Power became a wholly-owned subsidiary of Concord SCCP.
The full particulars of the Plan of Arrangement are set forth in the Company's Information Circular (the 'Circular') dated May 7, 2014 and in the Arrangement Agreement, and amendments thereto, which are available under the Company's profile on SEDAR. Former ROR Shareholders are required to tender their share certificates together with their letters of transmittal to CST Trust Company in accordance with the instructions on the letter of transmittal previously provided to them in order to receive their pro rata ROR Consideration. Former ROR Shareholders should refer to the Circular and the Company's news release dated August 15, 2014, for a summary of the procedures regarding the exchange of ROR Shares for the ROR Consideration to which they are entitled under the Plan of Arrangement.
Property-Asset or Share Disposition Agreement:
Also pursuant to the Arrangement Agreement the Exchange has accepted for filing, the sale of the Company's wholly-owned subsidiary, REC, to the REC Acquirer was completed. The consideration was $8,040,000, paid by the transfer and set-off of $7,190,000 of outstanding debentures of the Company and by the cash payment of $850,000. On closing of the REC Sale, REC which owns the Brandywine Creek Project became a wholly-owned subsidiary of the REC Acquirer.
Insider / Pro Group Participation: The REC Acquirer is controlled by certain former insiders of the Company as more particularly described in the Company's Circular dated May 7, 2014, prepared in connection with the Meeting.
Please refer to the Company's news releases dated April 11, 2014, May 8, 2014, May 30, 2014, June 2, 2014, June 5, 2014, June 27, 2014, July 3, 2014, July 28, 2014 and August 15, 2014, for further information.
Delisting:
In conjunction with the closing of the arrangement, the Run of River Shares will be delisted from the Exchange. Accordingly, effective at the close of business, Monday, August 18, 2014, the Run of River Shares will be delisted.
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