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Volt Energy Corp
Symbol C : VOLT
Shares Issued 30,391,399
Close 2018-03-12 C$ 0.10
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Volt, Roughrider complete spinout arrangement

2018-03-13 13:10 ET - News Release

Mr. Lewis Dillman reports


Volt Energy Corp. and Roughrider Energy Corp. have completed the previously announced plan of arrangement under the Business Corporations Act with Volt's securityholders, effective as at 12:01 a.m. PT on March 13, 2018.

Overview of arrangement

Pursuant to the arrangement, among other things, Volt has: spun out all of the shares of Roughrider in order to separate Volt's oil and gas properties in southeastern Saskatchewan from its energy and metal assets, consolidated its common shares on a one-new-for-four-old basis, reclassified and redesignated the common shares as Class A common shares, created a new class of common shares of the company, and distributed to the shareholders of the company one new Volt share for every one Class A share held and two common shares of Roughrider for every one Class A share held.

Volt and Roughrider will now operate as two separate companies with Volt operating as a mining exploration company focused on the energy metal assets, which include Volt's interest in the Temiskaming property and the Lac Saint Simon property, and Roughrider operating as an investment company holding the oil and gas assets. The management of Roughrider intends to seek the listing of the Roughrider shares on the Canadian Securities Exchange, if Roughrider qualifies as an investment company under the policies of the CSE.

As a result of the arrangement, Roughrider has become a reporting issuer in each of British Columbia and Alberta.

Immediately following the completion of the arrangement, there are 15,195,698 Roughrider shares issued and outstanding. Shareholders of Volt immediately prior to the effective time received an aggregate of 100 per cent of the outstanding Roughrider shares.

"We are very pleased to have finally completed the spinout of Roughrider as it will allow Volt to become focused on the development of its existing energy metal properties, as well as identify and acquire new advanced stage assets," states Lewis Dillman, Volt's chief executive officer. "The listing of Roughrider as an investment company on the CSE is a priority in the second quarter of 2018, and this will allow our existing shareholders to enjoy the benefit of two publicly traded investments."

Board and management of Roughrider

Pursuant to the arrangement, Roughrider, previously a wholly owned subsidiary of Volt, has been spun out to Volt's shareholders. Roughrider's board of directors comprises Mr. Dillman, Sean McGrath, David Parry and Stephen Polakoff, and its executive team comprises Mr. Dillman, president, and Mr. McGrath, chief financial officer and corporate secretary. A summary of the experience of each Roughrider director and officer is available in Volt's management information circular dated Jan. 29, 2018, and is available on Volt's SEDAR profile. Volt's board of directors and executive team remains unchanged.

It was stated in the circular that Mr. Polakoff would resign from the board of directors of Roughrider upon completion of the arrangement, however, the directors have determined that it would be in the best interest of Roughrider for Mr. Polakoff to remain a director of Roughrider upon completion of the arrangement. As such, Mr. Polakoff will not be resigning from the board of directors of Roughrider.

Further details regarding the arrangement are contained in the circular, which is available on Volt's SEDAR profile.

Information for shareholders

Former holders of common Volt shares that held their common shares through a broker or other person, were directed to contact that broker or other person for instructions and assistance in receiving new Volt shares and Roughrider shares. Each person who was a registered holder of common shares immediately prior to the effective time of the arrangement was instructed to forward a properly completed and signed letter of transmittal, along with the accompanying certificate(s) representing their common shares to Computershare Investor Services Inc., in order to receive the new Volt shares and Roughrider shares to which such former holder of common shares is entitled under the arrangement. See the news release of the company dated Feb. 21, 2018, for details regarding the letter of transmittal.

About Volt Energy Corp.

Volt is a mineral exploration company focused on adding, creating and increasing value through the acquisition, development and production of alternative energy sources such as cobalt, lithium and vanadium, particularly in North America. Volt has a 100-per-cent interest in the Temiskaming and Fabre cobalt-silver property located in Quebec's Fabre township and the Lac Saint Simon lithium property located in west-central Quebec.

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