Orion Mine Finance completes acquisition of Dalradian Resources Inc.
TORONTO, Sept. 07, 2018 - Dalradian Resources Inc. (TSX: DNA/AIM: DALR) (“Dalradian” or the “Company”) and Orion Mine Finance (“Orion”) are pleased to announce the completion of the previously announced plan of arrangement (the “Transaction”) and that all required approvals have been obtained and all required conditions satisfied.In connection with the Transaction, an affiliate of Orion acquired all of the issued and outstanding common shares of the Company (the “Dalradian Shares”) by way of a statutory plan of arrangement under the Business Corporations Act (Ontario), other than Dalradian Shares owned by an affiliate of Orion, and by Sean Roosen, Osisko Gold Royalties Ltd. and certain members of Dalradian’s senior management team, for cash consideration of C$1.47 for each Dalradian Share held.
The Dalradian Shares are expected to be delisted from the Toronto Stock Exchange after the end of trading on September 10, 2018. It is also expected that the Dalradian Shares will be cancelled from admission to trading on AIM by 8:00 a.m. (UK time) on September 10, 2018.
Full details of the Transaction are set out in the management information circular dated August 3, 2018 (the “Information Circular”). Registered Dalradian shareholders should send their completed and executed letters of transmittal and Dalradian share certificates to the depositary, Computershare Investor Services Inc., as soon as possible in order to receive the consideration to which they are entitled to in connection with the Transaction. A copy of the Information Circular, the letter of transmittal and the early warning report filed by an affiliate of Orion in connection with the Transaction can be found under Dalradian’s profile on SEDAR at www.sedar.com.
About Orion
Orion Resource Partners is a global alternative investment management firm with $4.5 billion under management. Orion specializes in institutional metals and mining investment strategies in the base and precious metals space. Orion’s private equity, hedge fund, and merchant service divisions enable it to access in-depth knowledge of the global metals and mining supply chain and robust insight into the physical and financial demand driving global metals prices. Orion is an industry leader in delivering comprehensive and customized financial solutions to mining companies and base and precious metals investors.
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:
Dalradian Resources Inc.
Marla Gale, Vice President Communications
+1 416 583 5600
investor@dalradian.co
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 timing for 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 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.
