NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRES
TORONTO, June 26, 2018 (GLOBE NEWSWIRE) -- Ring the Bell Capital Corp. ("RTB" or the "Corporation") (TSX-V:RTB.P), is pleased to announce that it has entered into a non-binding letter of intent (the "LOI") with Beadell Resources Limited (ASX:BDR), an arm's length public company listed on the Australian Securities Exchange ("Beadell").
Pursuant to the terms of the LOI, the Corporation, subject to entering into a definitive agreement (the "Transaction Agreement"), has agreed to combine with Beadell by way of share exchange, merger, amalgamation, arrangement, or other similar form of transaction (the "Transaction"). The resulting issuer following completion of the Transaction would continue to be a Canadian entity. The Transaction is an arm's length transaction and, when completed, may be considered to be RTB’s Qualifying Transaction for the purposes of the TSX Venture Exchange Inc. (the "Exchange"). The Corporation has requested its common shares ("Shares") to be halted by the Exchange pending review of the materials for the Transaction. Trading in the Shares of the Corporation are expected to remain halted until the closing or termination of the Transaction.
This is an initial press release. The Corporation intends to issue a further press release once it has entered into the Transaction Agreement to provide, among other things, the selected financial information related to Beadell and the Transaction.
RTB, a capital pool company within the meanings of the policies of the Exchange, does not have any operations and has no assets other than cash. RTB’s business is to identify and evaluate businesses and assets with a view to completing a Qualifying Transaction under the policies of the Exchange.
Beadell owns and operates the Tucano gold mine in Amapa State, in the north of Brazil. Tucano sits within an extensive land package of 2,500 km2 of highly prospective, under explored greenstone belt.
Completion of the Transaction is subject to a number of conditions, including but not limited to, successful negotiation of the Transaction Agreement, Exchange acceptance, Beadell shareholder approval, and if applicable pursuant to Exchange requirements, majority of the minority shareholder approval of RTB. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. 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 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.
The Exchange has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This press release includes certain "forward-looking statements" under applicable Canadian securities legislation. Forward-looking statements include, but are not limited to, statements with respect to the future business and operations of RTB. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; and the delay or failure to receive applicable Board, shareholder or regulatory approvals. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. These forward-looking statements are made as of the date hereof and RTB disclaims any intent or obligation to update publicly any forward-looking statements, whether as a result of new information, future events or results or otherwise, except as 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.
For further information please contact:
Chief Executive Officer
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