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.”
FOR IMMEDIATE RELEASE
TORONTO,ONTARIO –July 22,2019–CroesusGold Corp.(“Croesus”)and Ringthe Bell Capital Corp.(TSXV: RTB.P)(the “Corporation”or “RTB”)are pleased toannounce that the TSX Venture Exchange (the “TSXV”)hasconditionally approved the businesscombination (the “Transaction”) between Croesusand RTB previously announced in the Corporation’spressreleasesdated April 4,2019 and June 17,2019.The Transaction remainssubject tothe final approval ofthe TSXV and satisfaction of closing conditionscustomary for transactionsofthisnature.The Corporation,upon and subject to completion ofthe Transaction,(the "Resulting Issuer")will continue under the name "Arizona Metals Corp." and trade on the TSXV under the symbol "AMC".The Transaction isexpected toclose on or around August 1,2019and nolater than August 15,2019.
The Corporation hasfiled a filingstatement dated July 22,2019(the “Filing Statement”)withthe TSXV and on SEDAR.Additional information in respect ofthe Transaction and Croesuscan be found in the FilingStatement.
About Ring the Bell Capital Corp.
The Corporation isincorporated under the BusinessCorporationsAct(Ontario)and isa capital pool company listed on the TSXV.The Corporation hasnocommercial operationsand hasnoassetsother than cash.For further information please see the final prospectusofthe Corporation dated January 24,2018, filed on SEDAR at www.sedar.com.
The Company isa capital pool company within the meaningsofthe policiesofthe TSXV and doesnot have any operationsand hasnoassetsother than cash.The Company’sbusinessistoidentify and evaluate businessesand assetswitha view tocompletinga QualifyingTransaction under the policiesofthe TSXV.
Disclaimer
All information provided in thispressrelease relatingtoCroesushasbeen provided by management of Croesusand hasnot been independently verified by management ofthe Company.Completion ofthe Transaction issubject toa number ofconditions,includingbut not limited to,TSXV acceptance and if applicable pursuant to TSXV requirements,majority ofthe minority shareholder approval.W here applicable,the transaction cannot close until the required shareholder approval isobtained.There can be noassurance that the transaction will be completed asproposed or at all.
Investorsare cautioned that,except asdisclosed in the management information circular or filing statement tobe prepared in connection withthe transaction,any information released or received with respect tothe transaction may not be accurate or complete and should not be relied upon.Tradingin the securitiesofa capital pool company should be considered highly speculative.
The TSX Venture Exchange Inc.hasin noway passed upon the meritsofthe proposed Transaction and hasneither approved nor disapproved the contentsofthispressrelease.Neither the TSX Venture Exchange nor itsRegulation ServicesProvider (asthat term isdefined in the policiesofthe TSX Venture Exchange)acceptsresponsibility for the adequacy or accuracy ofthisrelease.
This press release contains statements that constitute “forward-looking information” (collectively, “forward-lookingstatements”)within the meaningofthe applicable Canadian securitieslegislation,All statements,other than statementsofhistorical fact,are forward-looking statementsand are based on expectations,estimatesand projectionsasat the date ofthisnewsrelease.Any statement that discusses predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not alwaysusingphrasessuchas“expects”,or “doesnot expect”,“isexpected”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes”or “intends”or variationsofsuchwordsand phrasesor statingthat certain actions,eventsor results“may”or “could”,“would”,“might”or “will”be taken tooccur or be achieved)are not statements ofhistorical fact and may be forward-lookingstatements.Forward-lookingstatementscontained in this pressrelease include,without limitation,statementsregarding: the terms,conditions,and completion of the Transaction and the Concurrent Financing;use offunds;and the businessand operationsofthe ResultingIssuer.In makingthe forward-lookingstatementscontained in thispressrelease,the Company hasmade certain assumptions,includingthat: due diligence will be satisfactory;the Concurrent Financing will be completed on acceptable terms;all applicable shareholder,and regulatory approvalsfor the Transaction will be received.Althoughthe Company believesthat the expectationsreflected in forwardlookingstatementsare reasonable,it can give noassurance that the expectationsofany forward-looking statementswill prove tobe correct.Known and unknown risks,uncertainties,and other factorswhichmay cause the actual resultsand future eventstodiffer materially from those expressed or implied by such forward-looking statements.Such factorsinclude,but are not limited to: results ofdue diligence; availability offinancing;delay or failure to receive board,shareholder or regulatory approvals;and general business,economic,competitive,political and social uncertainties.Accordingly,readersshould not place undue reliance on the forward-looking statementsand information contained in thispress release.Except asrequired by law,the Company disclaimsany intention and assumesnoobligation to update or revise any forward-looking statementsto reflect actual results,whether asa result ofnew information,future events,changesin assumptions,changesin factorsaffectingsuchforward-looking statementsor otherwise.
For more information please contact the Company’sChiefExecutive Officer,Christopher Tate at (647) 403-3797or Croesus’sPresident,MarcPaisat (416)565-7689.