Regulus and Southern Legacy Announce Signing of Arrangement Agreement
July 29 2014 - 6:06PM
Marketwired Canada
Regulus Resources Inc. ("Regulus") (TSX VENTURE:REG) and Southern Legacy
Minerals Inc. ("Southern Legacy") (TSX VENTURE:LCY) are pleased to announce that
further to their press release dated May 20, 2014, they have executed a
definitive arrangement agreement (the "Agreement") on July 29, 2014 pursuant to
which the two companies will amalgamate.
The amalgamated company ("Amalco") will take the name of "Regulus Resources
Inc." and will maintain the public listings of Southern Legacy on each of the
TSXV and the Bolsa de Valores de Lima (the Lima Stock Exchange). Amalco will
assume all of the liabilities and assets of each of Regulus and Southern Legacy
in accordance with the Business Corporations Act (Alberta).
Regulus and Southern Legacy have agreed to amalgamate pursuant to a plan of
arrangement under the Business Corporations Act (Alberta), based on an exchange
ratio of 0.565 shares of Amalco for each share of Southern Legacy and one share
of Amalco for each share of Regulus. Amalco will also effect a 1:3 share
consolidation concurrent with the amalgamation. As a result, shareholders of
Southern Legacy will in effect receive 0.1883 shares of Amalco for each Southern
Legacy share and shareholders of Regulus will receive 0.333 shares of Amalco for
each Regulus share. Upon completion of the arrangement Amalco will have
approximately 45.3 million shares outstanding, approximately 74% of which will
be held by former Regulus shareholders and 26% of which will be held by former
Southern Legacy shareholders. It is expected that all of the outstanding common
share purchase options of Regulus and Southern Legacy will be cancelled as part
of the arrangement for no consideration.
The companies intend to call special meetings of their respective
securityholders on or before September 30, 2014.
In connection with the signing of this Agreement, Regulus has agreed to increase
the unsecured line of credit it has extended to Southern Legacy to a maximum of
$2,500,000 (the "Loan"), with the other terms of the Loan remaining unchanged
from the terms disclosed in the press release dated May 20, 2014. Advances under
the Loan will be made at the discretion of Regulus on expenses approved by
Regulus. The Loan will allow Southern Legacy to continue with key activities and
obligations until the amalgamation is completed, including making required
option payments on its properties.
Transaction Description
For further information on Amalco please refer to the joint press release dated
May 20, 2014 which is available on SEDAR at www.sedar.com.
Break Fee
Each company has agreed to pay the other company a break fee of $750,000 if the
arrangement is not completed because the parties fail to recommend to their
respective shareholders to vote in favour of the arrangement at a duly called
meeting of shareholders, or a party accepts a proposal to complete an
alternative transaction.
Lock-Ups
Certain the directors and officers and other shareholders of each of Regulus and
Southern Legacy have executed lock-up agreements in connection with the
execution of the Agreement. In total, shareholders holding in excess of 19.3% of
the Southern Legacy shares and 9.4% of the Regulus shares have agreed to vote in
favour of the arrangement.
Advisors and Counsel
Regulus' legal counsel is Burnet, Duckworth and Palmer LLP. Southern Legacy's
legal counsel is Davis LLP. Roman Friedrich and Associates is providing
financial and advisory services to Southern Legacy.
Southern Legacy has received a fairness opinion from Evans & Evans, Inc. that
the consideration to be received by the shareholders of Southern Legacy pursuant
to the arrangement is fair, from a financial point of view, to the shareholders
of Southern Legacy.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that
term is defined in policies of the TSX Venture Exchange) accepts responsibility
for the adequacy or accuracy of this release. All of Regulus' exploration
programs and pertinent disclosure of a technical or scientific nature (including
such disclosures as are referenced in this release) are prepared by, or under
the direct supervision of, John E. Black, Regulus' CEO, who serves as the
qualified person (QP) under the definitions of National Instrument 43-101.
Forward-Looking Information
Certain statements regarding Regulus and Southern Legacy, including management's
assessment of future plans and operations, may constitute forward-looking
statements under applicable securities laws and necessarily involve known and
unknown risks and uncertainties, most of which are beyond Regulus' and Southern
Legacy's control. Often, but not always, forward-looking statements or
information can be identified by the use of words such as "plans", "expects" or
"does not expect", "is expected", "budget", "scheduled", "estimates",
"forecasts", "intends", "anticipates" or "does not anticipate" or "believes" or
variations of such words and phrases or statements that certain actions, events
or results "may", "could", "would", "might" or "will" be taken, occur or be
achieved.
Specifically, and without limitation, all statements included in this press
release that address activities, events or developments that either Regulus or
Southern Legacy expect or anticipate will or may occur in the future, including
the proposed arrangement as described herein, seeking shareholder approval for
the arrangement and management's assessment of future plans and operations may
constitute forward-looking statements under applicable securities laws and
necessarily involve known and unknown risks and uncertainties, most of which are
beyond Regulus' and Southern Legacy's control. These risks may cause actual
financial and operating results, performance, levels of activity and
achievements to differ materially from those expressed in, or implied by, such
forward-looking statements. Although Regulus and Southern Legacy believe that
the expectations represented in such forward-looking statements are reasonable,
there can be no assurance that such expectations will prove to be correct.
Regulus and Southern Legacy do not undertake any obligation to publicly update
or revise any forward-looking statements other than required by applicable
securities law.
FOR FURTHER INFORMATION PLEASE CONTACT:
Regulus Resources Inc.
John E. Black
President / CEO / Director
+1 720 514-9036
john.black@regulusresources.com
Southern Legacy Minerals Inc.
Fernando Pickmann
President / CEO
+011 511 208 4200
info@slminerals.com