CALGARY, ALBERTA, Jul. 22, 2010 (Marketwire) -- Rodeo Capital Corp. (the "Company" or "Rodeo") (TSX VENTURE:RDO.P) and PJV Resources Inc. ("PJV") are pleased to announce that the TSX Venture Exchange (the "Exchange") has conditionally accepted the proposed business combination (the "Transaction") on the terms set out in the business combination agreement among Rodeo, PJV and Dundee Precious Metals Inc. ("DPM") pursuant to which (1) PJV will acquire DPM's Timok and Potoj Cuka gold projects located in Serbia (the "Projects") through the acquisition of DPM's Serbian subsidiary, Dundee Plemeniti Metali d.o.o. ("Metali") and (2) the business combination will be effected by way of a three-cornered amalgamation whereby PJV will amalgamate with a wholly-owned subsidiary of Rodeo. Upon 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), will be exchanged for (or become exercisable for) securities of Rodeo on a one-for-one basis. The Transaction will constitute Rodeo's Qualifying Transaction (as defined in the policies of the Exchange).
The Exchange has also accepted for filing the filing statement of Rodeo (the "Filing Statement") required by Exchange policies. The Filing Statement has been filed with applicable securities regulatory authorities and is available on SEDAR at www.sedar.com. NI 43-101 technical reports in respect of the Projects have been filed previously and are also available on SEDAR.
It is currently anticipated that the closing of the Transaction will take place on or about July 30, 2010.
About Rodeo Capital Corp.: Rodeo is a junior capital pool company that completed its initial public offering and obtained a listing on the Exchange in July of 2009. Prior to entering into the letter of intent dated December 23, 2009, as amended in respect of the Business Combination and the Transaction, Rodeo had not carried on any active business activity other than reviewing potential transactions that would qualify as Rodeo's Qualifying Transaction.
About PJV Resources Inc.: PJV is a privately owned corporation with a head office in Vancouver, B.C., created for the purpose of completing the acquisition of the Projects. The principals of PJV are David Fennell and James Crombie. Mr. Fennell and Mr. Crombie have extensive experience in the Canadian capital markets and are directors and officers of a number of publicly traded corporations.
About Dundee Precious Metals Inc.: DPM is a Canadian based, international mining company engaged in the acquisition, exploration, development and mining of precious metal properties. Its common shares and share purchase warrants (Symbol: DPM; DPM.WT; DPM.WT.A) are traded on the Toronto Stock Exchange (TSX). DPM owns the Chelopech Mine, a gold/copper concentrate producer and the Krumovgrad gold project, a mining development project, both located in Bulgaria, and 95% of the Kapan Mine, a gold/copper/zinc concentrate producer in southern Armenia. In addition, DPM holds significant exploration and exploitation concessions in some of the larger gold-copper-silver mining regions in Serbia.
This press release contains forward-looking information. More particularly, this press release contains statements concerning the Transaction. 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.
Completion of the Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance pursuant to Exchange Requirements. There can be no assurance that the Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the Filing Statement, any information received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in securities of the Company should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this press release.
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.
