Toronto, Ontario–(June 19, 2023) – Olive Resource Capital Inc. (TSXV: OC) (“Olive” or the “Company”) is pleased to announce that Rockcliff Metals Corporation (CSE: RCLF) (“Rockcliff“) and Hudbay Minerals Inc. (TSX: HBM) (NYSE: HBM) (“Hudbay“), have entered into a definitive agreement (the “Arrangement Agreement”) pursuant to which Hudbay will acquire 100% of the issued and outstanding common shares of Rockcliff that it does not already own (the “Arrangement”).
Under the Arrangement Rockcliff shareholders will receive 0.006776 of a Hudbay common share for each Rockcliff common share held, representing an attractive premium to Rockcliff’s recent trading price. Olive and its subsidiaries currently hold 82,925,238 shares of Rockcliff. Based on closing prices as of June 19, 2023, the shares of Rockcliff held by Olive have an implied value of approximately $3,899,595.
Based on Olive’s May 31, 2023, unaudited Net Asset Value (“NAV”) per share of $6,616,370, the consideration for the Rockcliff shares implies an approximate 21% or C$1.4 million increase in NAV from that date. Additionally, on May 31, 2023, Rockcliff represented approximately 37.6% of Olive’s NAV. Considering Hudbay’s significantly higher trading liquidity, the liquidity of Olive’s portfolio is anticipated to materially improve.
Derek Macpherson, Executive Chairman stated: “When current management took over Olive (then Norvista) we identified that Rockcliff’s assets had significant value, but that Rockcliff’s capital structure was an issue. When I joined the board of Rockcliff, the board formalized a strategic review process which culminated in this transaction which we view as beneficial for Rockcliff and Olive shareholders.”
Details of the Arrangement:
The Arrangement will be implemented by way of a court-approved plan of arrangement pursuant to the Business Corporations Act (Ontario) and will require the approval of the Ontario Superior Court of Justice (Commercial List) and the approval of at least two-thirds of the votes cast by Rockcliff shareholders at a special meeting of Rockcliff shareholders which is expected to be held in the third quarter of 2023.
In addition to the aforementioned approvals, completion of the Arrangement is subject to other customary conditions and stock exchange approvals. The Arrangement is expected to close in the third quarter of 2023.
As part of the Arrangement, Olive and its subsidiaries which collectively own approximately 21% of the issued and outstanding Rockcliff shares, have entered into customary voting support agreements with Hudbay, pursuant to which Olive has agreed to vote its Rockcliff shares in favour of the Arrangement. Rockcliff’s largest shareholder, Greenstone Resources II L.P. (“Greenstone”), has also entered into customary voting support agreements in favour of the Arrangement. Collectively, Greenstone and Olive represent approximately 65% of the issued and outstanding Rockcliff shares.
Use of Non-GAAP Financial Measures:
This press release contains references to NAV or “net asset value per share” which is a non-GAAP financial measure. NAV is calculated as the value of total assets less the value of total liabilities divided by the total number of common shares outstanding as at a specific date. The term NAV does not have any standardized meaning according to GAAP and therefore may not be comparable to similar measures presented by other companies. There is no comparable GAAP financial measure presented in the Company’s consolidated financial statements and thus no applicable quantitative reconciliation for such non-GAAP financial measure. The Company believes that the measure provides information useful to its shareholders in understanding the Company’s performance, and may assist in the evaluation of the Company’s business relative to that of its peers. This data is furnished to provide additional information and does not have any standardized meaning prescribed by GAAP. Accordingly, it should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP, and is not necessarily indicative of other metrics presented in accordance with GAAP. Existing NAV of the Company is not necessarily predictive of the Company’s future performance or the NAV of the Company as at any future date.
About Olive Resource Capital Inc. (formerly Norvista Capital Corp):
Olive is a resource-focused merchant bank and investment company with a portfolio of publicly listed and private securities. The Company’s assets consist primarily of investments in natural resource companies in all stages of development.
For further information, please contact:
Derek Macpherson, Executive Chairman at [email protected] or by phone at (416)294-6713 or Samuel Pelaez, President, CEO & CIO at [email protected] or by phone at (202)677-8513. Olive’s website is located at www.olive-resource.com.
Neither the TSX Venture Exchange Inc. nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange Inc.) accepts responsibility for the adequacy or accuracy of this release. The TSX Venture Exchange Inc. has in no way approved nor disapproved the information contained herein.
Cautionary Note Regarding Forward-Looking Statements: This press release contains “forward-looking information” within the meaning of applicable Canadian securities laws. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, identified by words or phrases such as “believes”, “anticipates”, “expects”, “is expected”, “scheduled”, “estimates”, “pending”, “intends”, “plans”, “forecasts”, “targets”, or “hopes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “will”, “should”, “might”, “will be taken”, or “occur” and similar expressions) are not statements of historical fact and may be forward-looking statements.
This news release includes forward-looking statements that are subject to risks and uncertainties. Forward-looking statements involve known and unknown risks, uncertainties, and other factors that could cause the actual results of Olive to be materially different from the historical results or from any future results expressed or implied by such forward-looking statements. All statements contained in this news release, other than statements of historical fact, are to be considered forward-looking, including statements regarding the impact on the Company’s NAV under the Arrangement. Although Olive believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. Factors that could cause actual results to differ materially from such forward-looking information include, but are not limited to: the ability to complete the Arrangement on the terms as announced or at all, including receipt of all necessary shareholder, court and regulatory approvals, and the continuation of current Hudbay trading prices; past success or achievement does not guarantee future success; negative investment performance; downward market fluctuations; downward fluctuations in commodity prices and changes in the prices of commodities in general; uncertainties relating to the availability and costs of financing needed in the future; interest rate and exchange rate fluctuations; changes in economic and political conditions that could negatively affect certain commodity prices; an inability to predict and counteract the effects of COVID-19 on the business of the Company, including but not limited to the effects of COVID-19 on the price of commodities, capital market conditions, restriction on labour and international travel and supply chains; and those risks set out in the Company’s public documents filed on SEDAR. Accordingly, readers should not place undue reliance on forward-looking information. Olive does not undertake to update any forward-looking information except in accordance with applicable securities laws.
This commentary is provided for general informational purposes only and does not constitute financial, investment, tax, legal or accounting advice nor does it constitute an offer or solicitation to buy or sell any securities referred to. The information provided in this recording has been obtained from sources believed to be reliable and is believed to be accurate at the time of publishing but we do not represent that it is accurate or complete and it should not be relied upon as such.