Revolver Resources Inc. has entered into an agreement with Oculus Mining S.A., relating to a reverse takeover transaction, for which Revolver proposes to acquire all of the issued and outstanding securities of Oculus from Oculus shareholders.
The Transaction is expected to be effected by way of share purchase agreement in which Revolver will acquire all of the outstanding shares of Oculus. Oculus will become a wholly-owned subsidiary of Revolver, and subsequently change its name to Oculus Mining Corp. to reflect its new business.
Oculus is a privately-owned company, with its head office in the State of São Paulo, Brazil. Oculus is supported by Renato Solano of São Paulo, Brazil, Andrew Fogle of Medellin, Columbia and Bruno Regli, of Zug, Switzerland.
Under the terms of the Transaction, Revolver will acquire all of the issued and outstanding shares of Oculus from the Oculus Shareholders in consideration for the issuance to Oculus Shareholders of 166 million Common Shares of Revolver on Closing.
The investment however still remains subject to shareholders’ approval. The transaction is expected to close by July 31, 2011. Oculus and Revolver intend to hold shareholders meetings on or before June 30, 2011, to approve the Transaction.
Brazil is the world’s second largest producer of iron ore, with approximately 19% of world production and 38% of the seaborne iron ore market in 2010. The Property is located in the Quadrilátero Ferrifero (iron ore superstructure) Itaúna, Minera Gerais. This area is recognized as one of the highest grade iron ore producing regions in the world.
The transaction provides attractive value for Revolver shareholders through the acquisition of a cash flow producing mine and a platform to grow Oculus into a robust business focused on supplying the growing Brazilian domestic steel market.
The move also gives the firm an opportunity to leverage management’s local access to other opportunities with a view to consolidate similar prospective targets located in Minas Gerais, the most prolific iron ore producing area in Brazil.
Oculus is a special purpose private Brazilian company formed to acquire all the issued and outstanding quotas of Cofersul Mineração Ltda (Cofersul), a private Brazilian company with a head office located in the city of Itaúna, State of Minas Gerais, Brazil.
Cofersul is the 100% owner of the mining rights for the Mining Properties. The operations of the mine located on the Mining Properties are conducted through an operating company which handles all the mine operations and financial matters.
28th April 2011