/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./
TSX VENTURE: GBE
VANCOUVER, June 13, 2018 /CNW/ - Goldbelt Empires Limited (TSX
VENTURE:GBE) (the "Company" or "Goldbelt") is pleased to announce it has entered into a share purchase and
arrangement agreement (the "Arrangement Agreement") with 1167732 B.C. Ltd. ("BC Co" and
together with the Company, the "Parties") pursuant to which the Parties will effect a reorganization transaction by way of a
statutory plan of arrangement (the "Plan of Arrangement") under the provisions of section 288 of the Business
Corporations Act (British Columbia) (the "Arrangement").
The Arrangement
Under the terms of the Arrangement Agreement, the Company will sell all of the issued and outstanding shares of its
wholly-owned subsidiary Goldbelt International Limited (the "GIL Shares"), and as a result the Company's beneficial interest in
its Mali assets (the "Mali Assets"), to BC Co. and BC Co. will grant the Company a net smelter
royalty, which shall be capped at a multiple of 6.5 times the book value of the GIL Shares as set forth in the interim financial
statements of Goldbelt as at and for the nine months ended March 31, 2018. In connection with the
foregoing, it is anticipated that all intercompany debt between Goldbelt and GIL will be extinguished.
Goldbelt has called a general meeting to be held on June 26, 2018, at which the Goldbelt
shareholders will be asked to, among other things, approve a special resolution authorizing and approving the disposition of the
GIL shares (the "Disposition"). Mare information regarding the Disposition can be found in the Company's management information
circular dated May 28, 2018, a copy of which is available under the Company's profile at www.sedar.com. The Arrangement is subject to the approval by the Goldbelt shareholders
of the Disposition.
The Arrangement Agreement also provides that BC Co shall issue an aggregate number of BC Co shares as is equal to the issued
and outstanding ordinary shares of Goldbelt immediately prior to the effective date and such BC Co shares (the "BC Co Arrangement
Shares") will be exchanged for ordinary share purchase warrants of Goldbelt ("Goldbelt Warrants") on the basis of one BC Co
Arrangement Share in exchange for one Goldbelt Warrant. Under the terms of the Plan of Arrangement, each Goldbelt shareholder
will be entitled to receive one BC Co Arrangement Share for each Goldbelt share held. It is intended that once the Arrangement is
complete, Goldbelt shareholders will own a number of BC Co shares equal to the number of Goldbelt Shares they currently hold and,
through BC Co, a beneficial interest in the Mali Assets equal to their current beneficial interest in the Mali Assets. Each
Goldbelt shareholder will also retain all of the Goldbelt shares they currently own.
The Interim Order in respect of the Arrangement was granted on June 12, 2018, and the Parties
will apply for final approval of the Arrangement on June 28, 2018, at the courthouse at 800 Smithe
Street, Vancouver, BC at approximately 9:45 a.m. (Vancouver time) (the "Application"). Any Goldbelt shareholder may appear at the Application provided they
file with the Court and deliver to the Company's solicitors, Borden Ladner Gervais, LLP (Attn:
Steve Warnett), by 4:00 p.m. (Vancouver time) on June 27, 2018, a Response to Petition setting out their
address for service and all evidence they intend to present to the Court. The Arrangement, if approved by the Court, is expected
to be completed on or about June 28, 2018.
Strategic Rationale
The key benefits to holders of Goldbelt ordinary shares with respect to the Arrangement are as follows:
- the Arrangement will result in Goldbelt shareholders owning shares of two public companies, each with a distinct
business;
- Goldbelt and BC Co. will each have a clear mandate to pursue its own specific business and plan and achieve its own
strategic goals without being subject to the financial or other constraints of the business of the other entity;
- operating two businesses through separate companies is anticipated to improve the ability of both companies to obtain
financing and provides existing shareholders with optionality as to investment strategy and risk profile;
- Goldbelt and BC Co will each be able to:
- attract, motivate and retain directors, officers and employees with experience and expertise in their particular business
area;
- align management and employee incentives with the interests of its shareholders;
- effect acquisitions by way of public share issuances; and
- each of Goldbelt and BC Co. will be a "reporting issuer" and accordingly, the shareholders of each entity will continue to
benefit from public company oversight from the securities commissions and the higher disclosure, governance and financial
statement requirements applicable to public companies.
Complete details of the terms of the Arrangement are set out in the Arrangement Agreement, which will be filed by the Company
and will be available under the Company's profile at www.sedar.com.
About Goldbelt Empires
Goldbelt Empires is a gold explorer focused on the West African Goldbelt, and listed its shares on the TSX Venture Exchange in
October 2015. Its flagship property is the South Morila gold concession in the Republic of Mali.
www.goldbeltempires.com
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 press release.
This news release contains forward-looking statements and information ("forward-looking statements") within the meaning
of applicable securities laws and is based on the expectations, estimates and projections of management of Goldbelt as of the
date of this news release, unless otherwise stated. The use of any of the words "expect", "anticipate", "continue", "estimate",
"objective", "ongoing", "may", "will", "project", "should", "believe", "plans", "intends" and similar expressions are intended to
identify forward-looking statements. More particularly and without limitation, this news release contains forward-looking
statements concerning: anticipated benefits of the Arrangement to the holders of Goldbelt ordinary shares, the timing and
anticipated receipt of required regulatory, court and securityholder approvals for the Arrangement and related matters; the
ability of Goldbelt to satisfy the other conditions to, and to complete, the Arrangement; the holding of the Goldbelt general
meeting of shareholders and the extinguishment of intercompany debts. Such forward-looking statements are provided for the
purpose of providing information about management's current expectations and plans relating to the future. Investors are
cautioned that reliance on such information may not be appropriate for other purposes, such as making investment decisions.
In respect of the forward-looking statements concerning the anticipated benefits and completion of the proposed Arrangement
and the anticipated timing for completion of the Arrangement, Goldbelt has provided such in reliance on certain assumptions that
it believes are reasonable at this time, including assumptions as to the ability of Goldbelt to receive, in a timely manner, the
necessary regulatory, court, securityholder, stock exchange and other third party approvals, and the ability of each of the
parties to the Arrangement Agreement to satisfy, in a timely manner, the other conditions to the closing of the Arrangement.
The anticipated dates provided may change for a number of reasons, including inability to secure necessary securityholder,
regulatory, court or other third party approvals in the time assumed or the need for additional time to satisfy the other
conditions to the completion of the Arrangement. Accordingly, readers should not place undue reliance on the forward-looking
statements contained in this news release.
Since forward-looking statements addresses future events and conditions, such information by its very nature involves inherent
risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and
risks. These include, but are not limited to risks such as failure to obtain required approvals; increased costs and expenses;
interest rate and exchange rate fluctuations; competition; failure to realize the anticipated benefits of the Arrangement; and
changes in legislation, including but not limited to tax laws. Risks and uncertainties inherent in the nature of the Arrangement
include the failure to obtain necessary securityholder, regulatory, court and other third party approvals, or to otherwise
satisfy the conditions to the Arrangement, in a timely manner, or at all. Failure to so obtain such approvals, or the failure to
otherwise satisfy the conditions to the Arrangement, may result in the Arrangement not being completed on the proposed terms, or
at all.
Readers are cautioned that the foregoing list of factors is not exhaustive. The reader is cautioned not to place undue
reliance on these forward-looking statements. The forward-looking statements contained in this news release are made as of the
date hereof and Goldbelt undertakes no obligations to update publicly or revise any forward-looking statements, whether as a
result of new information, future events or otherwise, unless so required by applicable securities laws.
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.
SOURCE Goldbelt Empires Limited
View original content with multimedia: http://www.newswire.ca/en/releases/archive/June2018/13/c7906.html