www.aldridgeminerals.ca
TSX-V: AGM
TORONTO, Dec. 17, 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 21, 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 expect to complete the Arrangement on or prior to
December 21, 2018. However,
completion of the Arrangement is 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 Banka Kombetare Tregtare sh.a 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.
SOURCE Aldridge Minerals Inc.