Aldridge Minerals Extends "Outside Date" of Arrangement Agreement
TORONTO, Dec. 7, 2018 /CNW/ - Aldridge Minerals Inc. (TSX-V: AGM) ("Aldridge" or the "Company") today announced that it has entered into an agreement (the "Amending Agreement") to amend the terms of the previously announced arrangement agreement (the "Arrangement Agreement") between Aldridge and Virtus Mining Acquisition Corp. ("Virtus") pursuant to which Virtus has agreed to acquire all of the issued and outstanding common shares of Aldridge not already owned by Virtus (the "Arrangement"). Under the Amending Agreement, the parties agreed to extend the "Outside Date" to December 14, 2018. After such date, either Aldridge or Virtus may terminate the Arrangement Agreement if the Arrangement has not been consummated at that time, provided that the terminating party is not in breach of any of its representations or warranties or have failed to perform any of its covenants under the Arrangement Agreement.
The parties are actively engaged in discussions with Banka Kombetare Tregtare sh.a ("BKT") with a view to satisfying the mutual closing condition (the "BKT Condition") under the Arrangement Agreement requiring that the Company have refinanced, extended or otherwise made commercial arrangements satisfactory to the Company and Virtus in respect of the Company's US$40,000,000 secured credit facility with BKT.
Completion of the Arrangement is also subject to customary and other conditions.
The Company intends to make further announcements regarding the implementation of the Arrangement, as appropriate.
Caution Regarding Forward-Looking Information
This news release contains forward-looking information within the meaning of applicable securities laws that reflects the current expectations, estimates and projections of management about the future results, performance, achievements, prospects or opportunities for the companies following the transaction and expectations regarding whether a transaction will be consummated, including whether conditions to the consummation of the transaction will be satisfied, or the timing for completing the transaction. When used in this press release, words such as "proposed", "may", "would", "could", "will", "expect", "anticipate", "estimate", "believe", "intend", "plan", and other similar expressions are intended to identify forward-looking statements.
Forward-looking statements set out in this news release are subject to a number of known and unknown risks, uncertainties and other factors that could cause actual results, performance, prospects and opportunities to differ materially from those expressed in or implied by such forward-looking statements. Such risks, uncertainties and factors, include, but are not limited to, the ability of the Company to satisfy the conditions to completion of the Arrangement, including to reach an acceptable commercial arrangement with BKT in respect of its secured term credit facility; the timing of the closing of the Arrangement; the occurrence of any event, change or other circumstance that could give rise to the termination of the Arrangement Agreement; the retention of employees, tenants, suppliers and other personnel being adversely affected by uncertainty surrounding the Arrangement; the availability of funds necessary to sustain the Company's operations prior to completing the Arrangement; and the other factors discussed under the heading "Risk Factors" in the Company's Management's Discussion and Analysis for the year ended December 31, 2017 and in other continuous disclosure filings made by the Company with Canadian securities regulatory authorities and available at www.sedar.com. Any number of important factors could cause actual results to differ materially from these forward-looking statements as well as future results.
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 news release.