TORONTO, Jan. 14, 2016 /CNW/ - Oriana Resources
Corporation ("Oriana") (NEX: OUP.H) has agreed to an extension to
the previously announced letter of intent dated July 22, 2015 (the "LOI") for a business
combination with Graphene Lighting PLC, a corporation existing
under the laws of England and
Wales, that will result in a
reverse take-over of Oriana on the TSX Venture Exchange (the
"TSXV").
The transaction with Graphene Lighting PLC is intended to
constitute Oriana's qualifying transaction under the policies of
the TSXV (the "Qualifying Transaction"). It was previously
contemplated that a definitive agreement would be entered into by
January 8, 2016; however the parties
have agreed to amend the timelines such that the deadline to
execute a definitive agreement has been extended to March 8, 2016.
Completion of the Qualifying Transaction is subject to a
number of conditions including, but not limited to, completion of
satisfactory due diligence, completion of a concurrent financing
("Financing"), execution of a definitive agreement in respect of
the Qualifying Transaction, TSXV acceptance and if applicable
pursuant to TSXV Requirements, majority of the minority shareholder
approval. Where applicable, the Qualifying Transaction cannot close
until the required shareholder approval is obtained. There can be
no assurance that the Qualifying 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 Qualifying Transaction, any information
released or received with respect to the Qualifying 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.
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange ) has in any way passed upon the merits of the
proposed Qualifying Transaction and has neither approved nor
disapproved of the contents of this release.
This press release does not constitute and the subject matter
hereof is not, an offer for sale or a solicitation of an offer to
buy, in the United States or to
any "U.S Person" (as such term is defined in Regulation S under the
U.S. Securities Act of 1933, as amended (the "1933 Act")) of any
equity or other securities of Oriana or Graphene Lighting PLC. The
securities of Graphene Lighting PLC to be issued in connection with
the Financing have not been registered under the 1933 Act and may
not be offered or sold in the United
States (or to a U.S. Person) absent registration under the
1933 Act or an applicable exemption from the registration
requirements of the 1933 Act.
Forward-Looking Statements
This release includes forward-looking statements regarding
Oriana, Graphene Lighting PLC and their respective
businesses. Such statements are based on the current
expectations of the management of each entity. The forward-looking
events and circumstances discussed in this release, including
completion of the Qualifying Transaction and the Financing, may not
occur and could differ materially as a result of known and unknown
risk factors and uncertainties affecting the companies, including
risks affecting the companies, economic factors and the equity
markets generally. No forward-looking statement can be
guaranteed. Except as required by applicable securities laws,
forward-looking statements speak only as of the date on which they
are made and Oriana and Graphene Lighting PLC undertake no
obligation to publicly update or revise any forward-looking
statement, whether as a result of new information, future events,
or otherwise.
SOURCE Oriana Resources Corporation