Dalradian Resources Inc. Dalradian Receives Interim Order Setting Shareholder Meeting For August 31
04 August 2018 - 2:24AM
UK Regulatory
TIDMDALR
TORONTO, ONTARIO -- (Globe Newswire - August 3, 2018) - Dalradian
Resources Inc. (TSX: DNA/AIM: DALR) ("Dalradian" or the "Company") is
pleased to announce that Dalradian has been granted an interim order
(the "Interim Order") authorizing various matters including the holding
of a special meeting (the "Meeting") of Dalradian's shareholders to
consider the previously announced transaction with certain affiliates of
Orion Mine Finance ("Orion").
Under the terms of the previously announced definitive arrangement
agreement (the "Arrangement Agreement"), Orion will acquire all of the
issued and outstanding common shares of the Company ("Dalradian Shares")
by way of a statutory plan of arrangement under the Business
Corporations Act (Ontario) (the "Transaction"), other than Dalradian
Shares held by certain members of Dalradian's senior management team,
Sean Roosen and Osisko Gold Royalties Ltd (collectively, the "Remaining
Shareholders"), which will not be acquired by Orion. Each Dalradian
shareholder (other than the Remaining Shareholders) will receive cash
consideration of C$1.47 for each Dalradian Share held.
The Interim Order was issued by the Ontario Superior Court of Justice
(Commercial List) in connection with the Transaction. In accordance with
the Interim Order, the Meeting of Dalradian's shareholders to consider
the Transaction will be held on August 31, 2018 at the offices of
Cassels Brock & Blackwell LLP, 2100 Scotia Plaza, 40 King Street West,
Toronto, Ontario, M5H 3C2, at 10:00 am (Toronto time).
The record date for determining the Dalradian shareholders entitled to
receive notice of and vote at the Meeting was July 16, 2018. The notice
of meeting and information circular in respect of the Transaction will
be mailed to the Dalradian shareholders of record and will also be
available on Dalradian's profile on SEDAR (www.sedar.com) and
Dalradian's website
(www.dalradian.com/investor-centre/Shareholder-Meetings). Shareholders
are encouraged to read the information circular in detail once it
becomes available.
Shareholders who have questions regarding the Transaction or who require
assistance with voting may contact our proxy solicitation agent, D.F.
King & Co., by telephone toll-free in North America at 1.800.926.7043
(1.212.771.1133 by collect call) or by email at inquiries@dfking.com.
About Dalradian Resources Inc.
Dalradian Resources Inc. is a mineral exploration and development
company that is focused on advancing its high-grade Curraghinalt Gold
Project located in Northern Ireland, United Kingdom. The Curraghinalt
Project is in permitting, with various technical studies ongoing to
build on the positive feasibility study released in January 2017.
For more information:
Marla Gale
Vice President Communications
+1 416 583 5600
investor@dalradian.com
Grant Thornton UK LLP (Nominated Adviser)
Philip Secrett / Richard Tonthat / Harrison Clark
+44 (0)20 7383 5100
Numis Securities Limited (Broker)
John Prior / James Black / Paul Gillam
+44 (0)20 7260 1000
FORWARD LOOKING STATEMENTS
This press release contains "forward-looking information" which may
include, but is not limited to, statements with respect to anticipated
meeting date, mailing date and timing for completion of the Transaction
and delisting from both the TSX and AIM, the delivery of an updated
feasibility study and an updated technical report, future financial or
operating performance of the Company and its subsidiaries and its
mineral project, the future price of metals, test work and confirming
results from work performed to date, the estimation of mineral resources
and mineral reserves, the realization of mineral resource and mineral
reserve estimates, the timing and amount of estimated future production,
costs of production, capital, operating and exploration expenditures,
costs and timing of the development of new deposits, costs and timing of
future exploration, requirements for additional capital, government
regulation of mining operations, environmental risks, reclamation
expenses, title disputes or claims, limitations of insurance coverage,
the timing and possible outcome of pending regulatory matters and the
realization of the expected production, economics and mine life of the
Curraghinalt gold deposit.
Often, but not always, forward-looking statements can be identified by
the use of words and phrases such as "plans," "expects," "is expected,"
"budget," "scheduled," "estimates," "forecasts," "intends," "anticipates,
" or "believes" or variations (including negative variations) of such
words and phrases, or state that certain actions, events or results "may,
" "could," "would," "might" or "will" be taken, occur or be achieved.
Forward-looking statements are based on the opinions and estimates of
management as of the date such statements are made and are based on
various assumptions that management believes are reasonable, such as the
receipt of all shareholder and regulatory approvals, no undue delays
with respect to the Transaction, effects of general economic conditions,
changing foreign exchange rates and actions by government authorities,
continued political stability in Northern Ireland, that permits required
for Dalradian's operations will be obtained in a timely basis in order
to permit Dalradian to proceed on schedule with its planned exploration
and mine development, construction and production programs, that a
permitting application for mine construction will be approved, that
skilled personnel and contractors will be available as Dalradian's
operations commence and continue to grow towards production and mining
operations, that the price of gold will be at levels that render the
Dalradian's mineral project economic, and that the necessary capital
will be available to finance Dalradian's operations and realize on
mineral resource and mineral reserve estimates and current mine plans.
Forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause the actual results,
performance or achievements of Dalradian to be materially different from
any future results, performance or achievements expressed or implied by
the forward-looking statements. Such factors include, among others, the
risk that the required Dalradian shareholder approval or necessary court
approvals may not be obtained in connection with the Transaction,
uncertainties associated with negotiations, misjudgments in the course
of preparing forward-looking information, the Transaction may not close
when planned or at all or on the terms and conditions set forth in the
Arrangement Agreement, the benefits expected from the Transaction not
being realized, risks related to the integration of acquisitions,
general business, economic, competitive, political and social
uncertainties; legal challenges to permits or permitting applications;
the actual results of current and future exploration activities; the
actual results of reclamation activities; conclusions of economic
evaluations; meeting various expected cost estimates; changes in project
parameters and/or economic assessments as plans continue to be refined;
future prices of metals; possible variations of mineral grade or
recovery rates; the risk that actual costs may exceed estimated costs;
failure of plant, equipment or processes to operate as anticipated;
accidents, labour disputes and other risks of the mining industry;
political instability; delays in obtaining governmental approvals or
financing or in the completion of development or construction activities,
as well as those factors discussed in the section entitled "Risk
Factors" in the Company's Annual Information Form for the year ended
December 31, 2017 dated March 15, 2018.
Although the Company has attempted to identify important factors that
could cause actual actions, events or results to differ materially from
those described in forward-looking statements, there may be other
factors that cause actions, events or results to differ from those
anticipated, estimated or intended. Forward-looking statements contained
herein are made as of the date of this press release and the Company
disclaims any obligation to update any forward-looking statements,
whether as a result of new information, future events or results, except
as may be required by applicable securities laws. There can be no
assurance that forward-looking statements will prove to be accurate, as
actual results and future events could differ materially from those
anticipated in such statements. Accordingly, readers should not place
undue reliance on forward-looking statements.
This announcement is distributed by Nasdaq Corporate Solutions on behalf
of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the information
contained therein.
Source: Dalradian Resources Inc. via Globenewswire
http://www.dalradian.com/
(END) Dow Jones Newswires
August 03, 2018 12:24 ET (16:24 GMT)
Copyright (c) 2018 Dow Jones & Company, Inc.
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