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Ring the Bell Capital Corp. Files Filing Statement, Obtains Conditional Approval for Qualifying Transaction with Croesus Gold Corp., with Resulting Issuer to Be Renamed "Arizona Metals Corp."
Toronto, Ontario--(Newsfile Corp. - July 22, 2019) - Croesus Gold Corp. ("Croesus") and Ring the Bell Capital Corp. (TSXV: RTB.P) (the "Corporation" or "RTB") are pleased to announce that the TSX Venture Exchange (the "TSXV") has conditionally approved the business combination (the "Transaction") between Croesus and RTB previously announced in the Corporation's press releases dated April 4, 2019 and June 17, 2019. The Transaction remains subject to the final approval of the TSXV and satisfaction of closing conditions customary for transactions of this nature. The Corporation, upon and subject to completion of the Transaction, (the "Resulting Issuer") will continue under the name "Arizona Metals Corp." and trade on the TSXV under the symbol "AMC". The Transaction is expected to close on or around August 1, 2019 and no later than August 15, 2019.
The Corporation has filed a filing statement dated July 22, 2019 (the "Filing Statement") with the TSXV and on SEDAR. Additional information in respect of the Transaction and Croesus can be found in the Filing Statement.
About Ring the Bell Capital Corp.
The Corporation is incorporated under the Business Corporations Act (Ontario) and is a capital pool company listed on the TSXV. The Corporation has no commercial operations and has no assets other than cash. For further information please see the final prospectus of the Corporation dated January 24, 2018, filed on SEDAR at www.sedar.com.
The Company is a capital pool company within the meanings of the policies of the TSXV and does not have any operations and has no assets other than cash. The Company's business is to identify and evaluate businesses and assets with a view to completing a Qualifying Transaction under the policies of the TSXV.
Disclaimer
All information provided in this press release relating to Croesus has been provided by management of Croesus and has not been independently verified by management of the Company. Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable pursuant to TSXV requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. 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 management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed 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 release.
This press release contains statements that constitute "forward-looking information" (collectively, "forward-looking statements") within the meaning of the applicable Canadian securities legislation, All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that discusses predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could", "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. Forward-looking statements contained in this press release include, without limitation, statements regarding: the terms, conditions, and completion of the Transaction and the Concurrent Financing; use of funds; and the business and operations of the Resulting Issuer. In making the forward- looking statements contained in this press release, the Company has made certain assumptions, including that: due diligence will be satisfactory; the Concurrent Financing will be completed on acceptable terms; all applicable shareholder, and regulatory approvals for the Transaction will be received. Although the Company believes that the expectations reflected in forward-looking statements are reasonable, it can give no assurance that the expectations of any forward-looking statements will prove to be correct. Known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: results of due diligence; availability of financing; delay or failure to receive board, shareholder or regulatory approvals; and general business, economic, competitive, political and social uncertainties. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this press release. Except as required by law, the Company disclaims any intention and assumes no obligation to update or revise any forward-looking statements to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward-looking statements or otherwise.
For more information please contact the Company's Chief Executive Officer, Christopher Tate at (647) 403-3797 or Croesus's President, Marc Pais at (416) 565-7689.
