LONGUEUIL, QUEBEC--(Marketwire - July 30, 2010) - Avala Resources Ltd. (formerly named "Rodeo Capital Corp", now "Avala") (TSX VENTURE:RDO) and PJV Resources Inc. ("PJV") are pleased to announce the completion of the previously announced business combination (the "Transaction") on the terms set out in the business combination agreement dated April 28, 2010 among Rodeo Capital Corp., PJV and Dundee Precious Metals Inc. ("DPM").
It is currently anticipated that trading of the common shares of Avala on the TSX Venture Exchange (the "Exchange") will recommence on August 4, 2010 under the symbol AVZ.
Acquisition of Serbian Assets and Release of Financing Funds
Under the terms of the Transaction (1) PJV has acquired DPM's Timok and Potoj Cuka copper and gold projects located in Serbia (the "Projects") through the acquisition of DPM's Serbian subsidiary, Dundee Plemeniti Metali d.o.o. in exchange for (i) 68,580,357 units of PJV (each comprised of one common share and one half of one warrant),(ii) approximately U.S.$1.6 million in cash and (iii) special rights to acquire up to an aggregate of 50,000,000 additional PJV common shares for no additional consideration, subject to certain development and production milestones, and (2) the business combination has been effected by way of a three-cornered amalgamation whereby PJV amalgamated with a wholly-owned subsidiary of Avala.
Upon the completion of the amalgamation, all of the securities of PJV (including the securities issued to DPM as part of the sale of its Projects, and the common shares and warrants of PJV issuable upon the exchange of the subscription receipts issued in the financing transaction that closed on April 28, 2010 (the "Financing")), were exchanged for (or became exercisable for) securities of Avala on a one-for-one basis.
The Transaction constituted Avala's Qualifying Transaction under the policies of the Exchange. Additional information about the Transaction is included in the filing statement of Avala required by Exchange policies, which has been filed with applicable securities regulatory authorities and is available on SEDAR at www.sedar.com under Avala's SEDAR profile.
On completion of the Transaction, an amount of approximately $19.6 million, representing the net proceeds from the Financing, was released from escrow to Avala. These funds will be used for the exploration and development of the Projects as detailed in the National Instrument 43-101 compliant technical reports dated March 10, 2010, both prepared by Coffey Mining Pty Ltd. and filed on SEDAR, and for working capital.
As part of the Transaction, Rodeo Capital Corp. changed its name to Avala Resources Ltd. and was continued into the British Columbia under the Business Corporations Act.
Board of Directors and Management
Following the completion of the Transaction, the board and management team consist of the following individuals: David Fennell, Executive Chairman; James Crombie, Vice Chairman, President & CEO; Julian Barnes, Director and Special Consultant; Anthony Walsh, Director; Jonathan Goodman, Director; Chantal Gosselin, Director; John Wakeford, Director; Sean Hasson, Executive Vice President, Exploration; Alain Krushnisky, Chief Financial Officer; and Carole Plante, Corporate Secretary.
About Avala Resources Ltd.: Avala is a newly formed company focused on the exploration and development of the Timok and Potoj Cuka copper and gold projects in Serbia. On completion of the Transaction, Avala's issued and outstanding share capital totals 146,084,357 common shares.
This press release contains forward-looking information. Although the Company believes in light of the experience of its officers and directors, current conditions and expected future developments and other factors that have been considered appropriate that the expectations reflected in this forward-looking information are reasonable, undue reliance should not be placed on them because the Company can give no assurance that they will prove to be correct. Forward-looking information involves known and unknown risks, uncertainties, assumptions and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking information. The forward-looking statements contained in this press release are made as of the date hereof and the Company undertakes no obligations to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.
Neither the 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 press release.