Ballyliffin Announces Qualifying Transaction Update
2014年6月5日 - 9:59PM
Access Wire
Kelowna, British Columbia / ACCESSWIRE / June 5, 2014 / Ballyliffin Capital Corp. (the
"Corporation"),
a capital pool company listed on the NEX, provides the following
update in connection with its proposed Qualifying Transaction as
previously announced on May 1, 2014. The Corporation has executed a
definitive amalgamation agreement ("Agreement") dated June 4, 2014
with Crazy Horse Resources Inc. ("Crazy Horse"), a publicly traded
mining company listed on the TSX Venture Exchange
("Exchange"), with an
advanced copper-gold porphyry deposit located 100km south of
Manila, Philippines (the "Transaction"). Please refer to the
Corporation's press release dated May 1, 2014 for details of the
Transaction. The Transaction is intended to constitute the
Qualifying Transaction of the Corporation in accordance with Policy
2.4 of the Exchange, subject to the Exchange's approval.
Subject to any regulatory,
director or other approvals that may be required, the completion of
satisfactory due diligence by the Corporation and other conditions
contained in the Agreement, the Transaction will involve an
amalgamation of the Corporation with Crazy Horse under the laws of
British Columbia. Upon completion of the Transaction, it is
expected that the resulting amalgamated issuer will be listed on
the Exchange as a Tier 1 mining issuer.
Sponsorship of
Qualifying Transaction
Sponsorship of a qualifying
transaction of a capital pool company is required by the Exchange
unless exempt in accordance with Exchange policies. The Corporation
intends to apply for an exemption from the sponsorship
requirements. There is no assurance that the Corporation will
ultimately obtain an exemption from sponsorship.
Reinstatement to
Trading
The Corporation's shares will
remain halted pending receipt by the Exchange of certain required
materials from the Corporation and until the Corporation engages a
sponsor or a sponsorship exemption is granted. The Corporation will
issue a further press release when further updates on these items
are available.
Additional Information and Description of Significant Conditions to
Closing
An Information Circular in
respect of the Transaction is currently being prepared and is
expected to filed in accordance with Policy 2.4 of the Exchange
shortly. A press release will be issued once the Information
Circular has been filed with the Exchange.
Completion of the Transaction
is subject to a number of conditions in the Agreement, including,
but not limited to, the satisfaction of the Corporation and of
Crazy Horse of certain due diligence investigations to be
undertaken by each party, the completion of the name change,
continuance of the Corporation from Alberta into British Columbia,
customary closing conditions for transactions of this nature,
Exchange acceptance and, if required by Exchange policies, majority
of the minority shareholder approval. Where applicable, the
Transaction cannot close until the required shareholder approval is
obtained and there can be no assurance that the 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 Transaction, any
information released or received with respect to the 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.
For further
information, please contact:
---------------------------
|Ballyliffin Capital Corp.|
|Greg Downey, Interim CFO |
|Phone: (250) 979-7021 |
| |
---------------------------
Neither the TSX Venture
Exchange nor its Regulation Services Provider (as that term is
defined in the policies of the TSX Venture Exchange) accepts
responsibility for the adequacy or accuracy of this
release.
Cautionary and Forward-Looking Statements
This news release contains
forward-looking statements and information
concerning the expected results of the Transaction; the resulting
issuer's mining assets and reserves with respect to the assets
owned by Crazy Horse; anticipated closing dates of the Transaction
and the related matters such as the continuance of the Corporation
from Alberta to British Columbia and name change. The
forward-looking statements and information
are based on certain key expectations and assumptions made by
management of the Corporation. Since forward-looking statements and information
address future events and conditions, by their very nature they
involve inherent risks and uncertainties. Readers are cautioned
that the foregoing list of factors is not exhaustive. The
forward-looking statements and information
contained in this news release are made as of the date hereof and
no undertaking is given to update publicly or revise any
forward-looking statements or information,
whether as a result of new information, future events or otherwise,
unless so required by applicable securities laws or the TSX Venture
Exchange. The forward-looking statements or information contained
in this news release are expressly qualified by this cautionary
statement.
This
press release shall not constitute an offer to sell, nor the
solicitation of an offer to buy, any securities in the United
States, nor shall there be any sale of securities mentioned in this
press release in any state in the United States in which such
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state.
Not for
distribution to U.S. Newswire Services or for dissemination in the
United States. Any failure to comply with this restriction may
constitute a violation of U.S. Securities laws.
SOURCE: Ballyliffin Capital Corp.
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