Acquisition of Rio Verde by B&A Mineracao Completed
TORONTO, ONTARIO -- (Marketwire) -- 03/13/13 -- Rio Verde Minerals
Development Corp. (TSX:RVD) ("Rio Verde" or the "Company") announces
the completion of the acquisition of Rio Verde by B&A Fertilizers
Limited ("B&A Fertilizers"), a wholly-owned subsidiary of B&A
Mineracao S.A. ("B&A").
The acquisition was completed pursuant to the merger of Rio Verde and
B&A Fertilizers under Section 170 of the BVI Business Companies Act,
2004 (as amended) whereby B&A Fertilizers 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
Pursuant to the terms of the definitive agreement dated December 13,
2012 among Rio Verde, B&A and B&A Fertilizers, 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 Fertilizers,
(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 CAD $0.40 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.
Additional copies of the letter of transmittal are available under
Rio Verde's profile on SEDAR at www.sedar.com.
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.
About Rio Verde
Rio Verde Minerals Development Corp. is currently a publicly traded
company focused on the exploration and development of fertilizer
projects in Brazil. The Company's goal is to become the leading
Brazilian fertilizer mining and development company by selecting
prime assets that are near infrastructure, with known mineralization,
in regions without significant social or environmental issues. The
Company plans to fast-track the best projects to development to
create stakeholder value.
Rio Verde holds one potash project and a portfolio of phosphate
projects in Brazil. Potash and phosphate fertilizers have favourable
supply and demand dynamics, and Rio Verde has a significant cost
advantage by being based in Brazil, a country that imports about 90%
of its potash and 50% of its phosphate needs.
B&A Mineracao S.A. is a Brazilian mining company focused on the
exploration and development of iron ore, potash, phosphate, and
copper assets in Brazil, Latin America and Africa. The company is a
partnership between AGN Agroindustrial, Projetos e Participacoes
Ltda. ("AGN"), founded by Roger Agnelli - former CEO of Vale S.A. and
BTG Pactual - Brazil's largest independent investment bank, with a
market capitalization of US$ 13.3 billion. Building on BTG's
financial expertise and Mr. Agnelli's extensive experience in mining,
B&A is an innovative global mining company.
Mr. Agnelli serves as B&A's Executive Chairman, with Mr. Eduardo
Ledsham serving as CEO. Mr. Ledsham has close to thirty years of
experience in the natural resources industry globally and acted as
Executive Director of Global Exploration, Capital Implementation and
Energy at Vale S.A. before joining B&A.
B&A Mineracao S.A.
Chief Executive Officer
+55 31 3115 0650
B&A Mineracao S.A.
Non Ferrous Director
+55 31 3115 0650
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