March 18, 2013
B&A Mineracao completes acquisition of Rio Verde
Rio Verde Minerals Development Corp. announced the completion of the acquisition of Rio Verde by B&A Fertilisers Limited, a wholly-owned subsidiary of B&A Mineracao S.A.
The acquisition was completed pursuant to the merger of Rio Verde and B&A Fertilisers under Section 170 of the BVI Business Companies Act, 2004 (as amended) whereby B&A Fertilisers is the surviving entity (the "Merger") and is effective on the date the articles of merger are registered by the Registrar of Corporate Affairs (British Virgin Islands).
Pursuant to the terms of the definitive agreement dated December 13, 2012 among Rio Verde, B&A and B&A Fertilisers, B&A will after completion of the merger hold all of the ordinary shares of the merged company, and the holders of Rio Verde shares outstanding immediately prior to completion of the merger are entitled to receive one redeemable merger share of the merged company, B&A Fertilisers, (each, a "Redeemable Share") for each share of Rio Verde (other than B&A, whose Rio Verde shares shall be cancelled for no consideration). The Redeemable Shares will entitle shareholders to cash consideration of CAD0.40 (US$0.39) per Redeemable Share (the "Consideration").
In order to receive the Consideration, non-registered shareholders should contact their broker or named intermediary and follow the instructions from such broker or named intermediary. Registered shareholders must return completed letters of transmittal and their Rio Verde share certificates to Olympia Transfer Services Inc. in accordance with the instructions set out in the letter of transmittal that was mailed to shareholders together with Rio Verde''s information circular dated January 31, 2013, in connection with the Company''s meeting of shareholders held on March 6, 2013 to consider the Merger.
The Rio Verde Shares are expected to be formally delisted from the Toronto Stock
Exchange (the "TSX") within three business days following the filing of certain final documentation with the TSX.