SAO PAULO, BRAZIL--(Marketwire - Mar 19, 2013) - B&A Mineração S.A. ("B&A"), Av. Juscelino Kubistchek, 1830, Tower 1, 12th Floor, São Paulo, SP 04543-900 Brazil, announces that, pursuant to the Merger (as defined herein), it acquired beneficial ownership of and control or direction over 87,563,624 ordinary shares (each, an "Acquired Share") of Rio Verde Minerals Development Corp. (the "Company").
Prior to the closing of the Merger, B&A beneficially owned or exercised control or exercised control or direction over 36,267,976 ordinary shares of Rio Verde (each, an "Ordinary Share"), representing approximately 29.3% of the issued and outstanding Ordinary Shares.
Following the closing of the Merger, B&A beneficially owned and exercised control or direction over 87,563,624 Ordinary Shares, representing 100% of the issued and outstanding Ordinary Shares.
The 87,563,624 Acquired Shares were acquired pursuant to the merger of Rio Verde and B&A Fertilizers Limited ("B&A Fertilizers"), a wholly-owned subsidiary of B&A, under Section 170 of the BVI Business Companies Act, 2004 (as amended) whereby B&A Fertilizers was the surviving entity (the "Merger"). Pursuant to the terms of the definitive agreement dated December 13, 2012 among Rio Verde, B&A and B&A Fertilizers, B&A acquired all of the ordinary shares of the merged company, B&A Fertilizers, and the holders of Ordinary Shares outstanding immediately prior to the completion of the Merger received one redeemable merger share of B&A Fertilizers (each, a "Redeemable Share") for each Ordinary Share (other than B&A, whose 36,267,976 Ordinary Shares were cancelled for no consideration). The Redeemable Shares entitle holders thereof to cash consideration of CAD $0.40 per Redeemable Share.
The Merger was a private transaction completed outside of any market or other facility. B&A paid CAD $0.40 for aggregate consideration of approximately CAD $35,025,450 pursuant to the Merger.
B&A acquired the foregoing Ordinary Shares for investment purposes in order to effect the Merger.
As of the date hereof, the sole shareholders of B&A are BTG Equity Investments LLP (its controlling shareholder) and AGN Agroindustrial, Projetos e Participações.
An early warning report (the "EWR") will be filed on SEDAR and will be available for review at www.sedar.com under the Company''s profile. A copy of the EWR can be obtained from the contact below.