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Voltaire Services Corp. Closes a Plan of Arrangement with Brigade Resource Corp. & Brigadier Exploration Corp.
July 06, 2015 7:56 PM EDT | Source: Voltaire Services Inc.
Vancouver, British Columbia--(Newsfile Corp. - July 6, 2015) - Voltaire Services Corp. ("Voltaire") and Brigade Resource Corp. ("Brigade") are pleased to announce that on July 6, 2015 a statutory plan of arrangement (the "Arrangement") was completed among Voltaire, Brigade, and Brigadier Exploration Corp. ("Brigadier"). As a result of completing the Arrangement, Brigade became a reporting issuer in Alberta and British Columbia, and Brigadier became a wholly-owned subsidiary of Brigade.
On November 20, 2014, Voltaire, Brigade and Brigadier entered into an Arrangement Agreement and Plan of Arrangement (the "Arrangement Agreement").
Completion of the Arrangement as set forth in the Arrangement Agreement was approved at a special meeting of the shareholders of Brigadier on December 22, 2014, and a final order approving the arrangement was granted by the Supreme Court of British Columbia on January 5, 2015 in accordance with Part 9 of the Business Corporations Act (British Columbia).
Pursuant to the Arrangement, the following principal steps were completed on July 6, 2015:
| (1) | Brigadier purchased all of the issued and outstanding common shares of Brigade from Voltaire; |
| (2) | Brigade acquired 25,070,000 common shares of Brigadier, being all of the issued and outstanding share capital, from all the shareholders of Brigadier through a one-for-one share exchange; and |
| (3) | Voltaire issued 1,000 common shares to Brigade and Brigade issued 400,000 common shares to Voltaire. The 400,000 common shares were then distributed to the Voltaire shareholders holding shares as of the record date on a pro rata basis. |
Upon the Arrangement becoming effective on July 6, 2015, Brigade became a reporting issuer in the jurisdictions of Alberta and British Columbia, and as of the closing of the Arrangement has issued a total of 25,070,000 common shares.
The CUSIP for the common shares of Brigade is 10901T105.
Brigade was incorporated on October 9, 2014 and its fiscal year end is March 31. As a result of completing the Arrangement, Brigadier became a wholly-owned subsidiary of Brigade which was incorporated on August 13, 2014.
About Voltaire
Voltaire Corporate Services is a business development consulting company that provides professional services to new and emerging businesses, including accounting, corporate secretarial, corporate finance and other services to assist companies in raising capital and going public. It also advises companies on corporate structure and business development, including finding and advising on opportunities in mergers and acquisitions. In addition, Voltaire carries out mineral exploration and intends to add to its property portfolio.
For further information on Voltaire please contact:
Karl Antonius
President and Chief Executive Officer
Telephone: +1.604.218.9434
Email: karl@antoniuscapital.com
About Brigade
Brigade Resources Corp is in the business of exploring for and evaluating economically viable mineral resource deposits.
For further information on Brigade Resource Corp., please contact:
Karl Antonius
President and Chief Executive Officer
Telephone: +1.604.218.9434
Email: karl@antoniuscapital.com
Forward-Looking Information:
This press release may include forward-looking information within the meaning of Canadian securities legislation. The forward-looking information is based on certain key expectations and assumptions made by the management of Voltaire and Brigade. Although the companies believe that the expectations and assumptions on which such forward-looking information is based are reasonable, undue reliance should not be placed on the forward-looking information because the companies cannot provide any assurance that it will prove to be correct. These forward-looking statements are made as of the date of this press release and the companies disclaim any intent or obligation to update publicly any forward-looking information, whether as a result of new information, future events or results or otherwise, other than as required by applicable securities laws.