Shareholders Approve Plan of Arrangement Between Aldridge Minerals Inc. and Virtus Mining B.V.

2018-11-13 / @newswire

TORONTO, Nov. 13, 2018 /CNW/ - Aldridge Minerals Inc. (TSX-V: AGM) ("Aldridge" or the "Company") today announced that its previously announced plan of arrangement under section 192 the Canada Business Corporations Act (the "Arrangement") has been approved at a special meeting of the Company's shareholders. The Arrangement received support from 89,052,134 of the votes cast (or 100%) by shareholders present in person or by proxy. In addition, the Arrangement received support from 26,774,081 of the votes cast (or 100%) by the Company's "minority" shareholders present in person or by proxy at the meeting fulfilling the majority of the minority approval requirements of Multilateral Instrument 61-101.

Completion of the Arrangement is subject to customary and other conditions including, among other things, approval of the Ontario Superior Court of Justice. If such approval is obtained, and all other conditions to completion of the Arrangement are satisfied or waived, Aldridge and Virtus Mining Ltd. expect to close the Arrangement prior to November 30, 2018.

The Company will make further announcements regarding the approval by the court and 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, and to obtain court approvals 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 pursuant to the Loan; 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.

Forward-looking statements set out in this news release are based on a number of factors and assumptions which have been used to develop such information but which may prove to be incorrect, including, but not limited to, assumptions in connection with the continuance of Aldridge and its subsidiaries as a going concern, Aldridge's ability to complete the transaction and the absence of viable alternative transactions; that funds will be made available to Aldridge pursuant to the Loan; and general economic, political and market conditions, mineral prices, and the accuracy of mineral resource estimates. Although Aldridge believes that the assumptions and factors used in making the forward-looking statements are reasonable, undue reliance should not be placed on these statements, which only apply as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. Aldridge disclaims any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise unless required by law.

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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