Kelowna, British Columbia / ACCESSWIRE / June 5, 2014 / Ballyliffin Capital Corp. (the “Corporation“), a capital pool company listed on the NEX, provides the following update in connection with its proposed Qualifying Transaction as previously announced on May 1, 2014. The Corporation has executed a definitive amalgamation agreement (“Agreement“) dated June 4, 2014 with Crazy Horse Resources Inc. (“Crazy Horse“), a publicly traded mining company listed on the TSX Venture Exchange (“Exchange“), with an advanced copper-gold porphyry deposit located 100km south of Manila, Philippines (the “Transaction“). Please refer to the Corporation’s press release dated May 1, 2014 for details of the Transaction. The Transaction is intended to constitute the Qualifying Transaction of the Corporation in accordance with Policy 2.4 of the Exchange, subject to the Exchange’s approval.
Subject to any regulatory, director or other approvals that may be required, the completion of satisfactory due diligence by the Corporation and other conditions contained in the Agreement, the Transaction will involve an amalgamation of the Corporation with Crazy Horse under the laws of British Columbia. Upon completion of the Transaction, it is expected that the resulting amalgamated issuer will be listed on the Exchange as a Tier 1 mining issuer.
Sponsorship of Qualifying Transaction
Sponsorship of a qualifying transaction of a capital pool company is required by the Exchange unless exempt in accordance with Exchange policies. The Corporation intends to apply for an exemption from the sponsorship requirements. There is no assurance that the Corporation will ultimately obtain an exemption from sponsorship.
Reinstatement to Trading
The Corporation’s shares will remain halted pending receipt by the Exchange of certain required materials from the Corporation and until the Corporation engages a sponsor or a sponsorship exemption is granted. The Corporation will issue a further press release when further updates on these items are available.
Additional Information and Description of Significant Conditions to Closing
An Information Circular in respect of the Transaction is currently being prepared and is expected to filed in accordance with Policy 2.4 of the Exchange shortly. A press release will be issued once the Information Circular has been filed with the Exchange.
Completion of the Transaction is subject to a number of conditions in the Agreement, including, but not limited to, the satisfaction of the Corporation and of Crazy Horse of certain due diligence investigations to be undertaken by each party, the completion of the name change, continuance of the Corporation from Alberta into British Columbia, customary closing conditions for transactions of this nature, Exchange acceptance and, if required by Exchange policies, majority of the minority shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained and there can be no assurance that the Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
For further information, please contact:
--------------------------- |Ballyliffin Capital Corp.| |Greg Downey, Interim CFO | |Phone: (250) 979-7021 | | | ---------------------------
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.
Cautionary and Forward-Looking Statements
This news release contains forward-looking statements and information concerning the expected results of the Transaction; the resulting issuer’s mining assets and reserves with respect to the assets owned by Crazy Horse; anticipated closing dates of the Transaction and the related matters such as the continuance of the Corporation from Alberta to British Columbia and name change. The forward-looking statements and information are based on certain key expectations and assumptions made by management of the Corporation. Since forward-looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Readers are cautioned that the foregoing list of factors is not exhaustive. The forward-looking statements and information contained in this news release are made as of the date hereof and no undertaking is given to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws or the TSX Venture Exchange. The forward-looking statements or information contained in this news release are expressly qualified by this cautionary statement.
This press release shall not constitute an offer to sell, nor the solicitation of an offer to buy, any securities in the United States, nor shall there be any sale of securities mentioned in this press release in any state in the United States in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
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.
SOURCE: Ballyliffin Capital Corp.