TORONTO, Nov. 6, 2015 /CNW/ - Oriana Resources Corporation
("Oriana") (NEX: OUP.H) has agreed to an extension to the
previously announced letter of intent dated July 22, 2015 (the "LOI") for a business
combination with Graphene Lighting PLC, a corporation existing
under the laws of England and
Wales, that will result in a
reverse take-over of Oriana on the TSX Venture Exchange (the
"TSXV").
As set out in Oriana's press release dated July 23, 2015, the transaction is intended to
constitute Oriana's qualifying transaction under the policies of
the TSXV (the "Qualifying Transaction").
It was previously contemplated that a definitive agreement would
be entered into by September 30,
2015; however the parties have agreed to amend the timelines
such that the deadline to execute a definitive agreement is now
January 8, 2016.
Completion of the Qualifying Transaction is subject to a
number of conditions including, but not limited to, completion of
satisfactory due diligence, completion of a concurrent financing
("Financing"), execution of a definitive agreement in respect of
the Qualifying Transaction, TSXV acceptance and if applicable
pursuant to TSXV Requirements, majority of the minority shareholder
approval. Where applicable, the Qualifying Transaction cannot close
until the required shareholder approval is obtained. There can be
no assurance that the Qualifying 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 Qualifying Transaction, any information
released or received with respect to the Qualifying 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.
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange ) has in any way passed upon the merits of the
proposed Qualifying Transaction and has neither approved nor
disapproved of the contents of this release.
This press release does not constitute and the subject matter
hereof is not, an offer for sale or a solicitation of an offer to
buy, in the United States or to
any "U.S Person" (as such term is defined in Regulation S under the
U.S. Securities Act of 1933, as amended (the "1933 Act")) of any
equity or other securities of Oriana or Graphene Lighting PLC. The
securities of Graphene Lighting PLC to be issued in connection with
the Financing have not been registered under the 1933 Act and may
not be offered or sold in the United
States (or to a U.S. Person) absent registration under the
1933 Act or an applicable exemption from the registration
requirements of the 1933 Act.
Forward-Looking Statements
This release includes forward-looking statements regarding
Oriana, Graphene Lighting PLC and their respective businesses. Such
statements are based on the current expectations of the management
of each entity. The forward-looking events and circumstances
discussed in this release, including completion of the Qualifying
Transaction and the Financing, may not occur and could differ
materially as a result of known and unknown risk factors and
uncertainties affecting the companies, including risks affecting
the companies, economic factors and the equity markets generally.
No forward-looking statement can be guaranteed. Except as required
by applicable securities laws, forward-looking statements speak
only as of the date on which they are made and Oriana and Graphene
Lighting PLC undertake no obligation to publicly update or revise
any forward-looking statement, whether as a result of new
information, future events, or otherwise.
SOURCE Oriana Resources Corporation