Aldridge Announces Closing of Plan of Arrangement

2018-12-21 / @newswire

TORONTO, Dec. 20, 2018 /CNW/ - Aldridge Minerals Inc. (TSX-V: AGM) ("Aldridge" or the "Company") today announced that that all conditions to the acquisition of Aldridge have been satisfied and that the plan of arrangement (the "Arrangement") involving Virtus Mining Ltd. ("Virtus") and Virtus Mining Acquisition Corp. has closed on the terms previously announced on September 18, 2018. Virtus is a company that has been established with Metallurgium Investment Limited and Trafigura Ventures V B.V. as shareholders.

The transaction was completed by way of a court approved Arrangement under the Canada Business Corporations Act. Under the Arrangement, each holder of Aldridge common shares other than Virtus received $0.10 in cash and each outstanding stock option of Aldridge was cancelled at the effective time of the Arrangement for a cash payment of $0.005 per option.

It is anticipated that the Aldridge common shares will cease to be traded on the TSX Venture Exchange on or before December 27, 2018 and thereafter Aldridge will make application to cease to be a reporting issuer in all applicable jurisdictions of Canada.

In connection with the Arrangement, Gowling WLG (Canada) LLP acted as legal counsel to Virtus, McCarthy Tétrault LLP acted as legal counsel to Aldridge and Pilot Law LLP acted as legal counsel to the Special Committee to the Board of Directors of Aldridge.

Complete details of the Arrangement are set out in the Arrangement Agreement which is available on SEDAR under Aldridge's profile at www.sedar.com.

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 timing of the delisting of the Aldridge common shares on the TSX Venture Exchange and the timing of any application to terminate Aldridge's status as a reporting issuer in the applicable Canadian jurisdictions. 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.

SOURCE Aldridge Minerals Inc.

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