Dalradian Resources Inc. Dalradian Provides Recommended Offer Update

 
TIDMDALR 
 
 
   TORONTO, July 19, 2018 (GLOBE NEWSWIRE) -- Dalradian Resources Inc. 
(TSX:DNA)/(AIM:DALR) ("Dalradian" or the "Company") announces that 
further to the announcement dated June 21, 2018 in respect of the 
recommended cash offer by certain affiliates of Orion Mine Finance 
("Orion") to acquire Dalradian Resources Inc. where the Company and 
Orion have entered into a definitive arrangement agreement (the 
"Arrangement Agreement"), pursuant to which, Orion will acquire all of 
the issued and outstanding common shares of the Company by way of a 
statutory plan of arrangement under the Business Corporations Act 
(Ontario) (the "Transaction"), certain aspects of the Transaction, as 
set out below, have been deemed to constitute related party transactions 
pursuant to Rule 13 of the AIM Rules for Companies. 
 
   As previously notified, the Transaction includes a termination fee of 
C$20 million (the "Termination Fee"), payable by Dalradian to Orion, 
under certain circumstances (including if the Arrangement Agreement is 
terminated in connection with Dalradian pursuing a Superior Proposal, as 
defined in the Arrangement Agreement). Subject to the terms of the 
Arrangement Agreement, the board of directors of the Company (the 
"Company Board") remains able to respond to any unsolicited bona fide 
written acquisition proposal that, if consummated, leads to a 
transaction more favourable to the shareholders of the Company from a 
financial point of view than the Transaction. In the view of the Company 
Board and the Independent Committee, after consultation with their legal 
and financial advisors, the C$20 million amount of the Termination Fee 
payable in certain circumstances would not preclude a third party from 
potentially making a Superior Proposal. 
 
   The Transaction also includes a loan amount of C$90 million (the "Loan"), 
which if approved by the shareholders of the Company at the forthcoming 
special meeting of Dalradian shareholders to consider the Transaction, 
will be made available to Orion from the Company's existing cash 
reserves to form part of the cash consideration. The Loan will be 
deposited by the Company into an escrow account following receipt of the 
final order of the Ontario Superior Court of Justice approving of the 
Transaction immediately prior to the Transaction becoming effective. 
 
   For purposes of the AIM Rules, Orion is to be treated as a substantial 
shareholder, and consequently the Termination Fee and Loan are 
considered to be related party transactions. The Directors (other than 
Mike Barton and Sean Roosen) consider, having consulted with the 
Company's nominated adviser, that the Termination Fee and the Loan are 
fair and reasonable insofar as the Company's shareholders are concerned. 
 
   About Dalradian Resources Inc. 
 
   Dalradian Resources Inc. is a mineral exploration and development 
company that is focused on advancing its high-grade Curraghinalt Gold 
Project located in Northern Ireland, United Kingdom. The Curraghinalt 
Project is in permitting, with exploration ongoing to build on the 
positive feasibility study released in January 2017. 
 
   For more information: 
 
   Marla Gale 
 
   Vice President Communications 
 
   [phone] 
 
   [e-mail] 
 
   Grant Thornton UK LLP (Nominated Adviser) 
 
   Philip Secrett / Richard Tonthat / Harrison Clark 
 
   [phone] 
 
   Numis Securities Limited (Broker) 
 
   John Prior / James Black / Paul Gillam 
 
   [phone] 
 
   FORWARD LOOKING STATEMENTS 
 
   This press release contains "forward-looking information" which may 
include, but is not limited to, statements with respect to the proposed 
Transaction, including in respect of certain terms of the Arrangement 
Agreement and closing of the Transaction, the anticipated meeting, the 
delivery of an updated feasibility study, future financial or operating 
performance of the Company and its subsidiaries and its mineral project, 
the future price of metals, test work and confirming results from work 
performed to date, the estimation of mineral resources and mineral 
reserves, the realization of mineral resource and mineral reserve 
estimates, the timing and amount of estimated future production, costs 
of production, capital, operating and exploration expenditures, costs 
and timing of the development of new deposits, costs and timing of 
future exploration, requirements for additional capital, government 
regulation of mining operations, environmental risks, reclamation 
expenses, title disputes or claims, limitations of insurance coverage, 
the timing and possible outcome of pending regulatory matters and the 
realization of the expected production, economics and mine life of the 
Curraghinalt gold deposit. 
 
   Often, but not always, forward-looking statements can be identified by 
the use of words and phrases such as "plans," "expects," "is expected," 
"budget," "scheduled," "estimates," "forecasts," "intends," "anticipates, 
" or "believes" or variations (including negative variations) of such 
words and phrases, or state that certain actions, events or results "may, 
" "could," "would," "might" or "will" be taken, occur or be achieved. 
 
   Forward-looking statements are based on the opinions and estimates of 
management as of the date such statements are made and are based on 
various assumptions that management believes are reasonable, such as the 
receipt of all shareholder and regulatory approvals, no undue delays 
with respect to the Transaction, effects of general economic conditions, 
changing foreign exchange rates and actions by government authorities, 
continued political stability in Northern Ireland, that permits required 
for Dalradian's operations will be obtained in a timely basis in order 
to permit Dalradian to proceed on schedule with its planned exploration 
and mine development, construction and production programs, that a 
permitting application for mine construction will be approved, that 
skilled personnel and contractors will be available as Dalradian's 
operations commence and continue to grow towards production and mining 
operations, that the price of gold will be at levels that render the 
Dalradian's mineral project economic, and that the necessary capital 
will be available to finance Dalradian's operations and realize on 
mineral resource and mineral reserve estimates and current mine plans. 
 
   Forward-looking statements involve known and unknown risks, 
uncertainties and other factors which may cause the actual results, 
performance or achievements of Dalradian to be materially different from 
any future results, performance or achievements expressed or implied by 
the forward-looking statements. Such factors include, among others, the 
risk that the required Dalradian shareholder approval or necessary court 
approvals may not be obtained in connection with the Transaction, 
uncertainties associated with negotiations, misjudgments in the course 
of preparing forward-looking information, the Transaction may not close 
when planned or at all or on the terms and conditions set forth in the 
Arrangement Agreement, the benefits expected from the Transaction not 
being realized, risks related to the integration of acquisitions, 
general business, economic, competitive, political and social 
uncertainties; legal challenges to permits or permitting applications; 
the actual results of current and future exploration activities; the 
actual results of reclamation activities; conclusions of economic 
evaluations; meeting various expected cost estimates; changes in project 
parameters and/or economic assessments as plans continue to be refined; 
future prices of metals; possible variations of mineral grade or 
recovery rates; the risk that actual costs may exceed estimated costs; 
failure of plant, equipment or processes to operate as anticipated; 
accidents, labour disputes and other risks of the mining industry; 
political instability; delays in obtaining governmental approvals or 
financing or in the completion of development or construction activities, 
as well as those factors discussed in the section entitled "Risk 
Factors" in the Company's Annual Information Form for the year ended 
December 31, 2017 dated March 15, 2018. 
 
   Although the Company has attempted to identify important factors that 
could cause actual actions, events or results to differ materially from 
those described in forward-looking statements, there may be other 
factors that cause actions, events or results to differ from those 
anticipated, estimated or intended. Forward-looking statements contained 
herein are made as of the date of this press release and the Company 
disclaims any obligation to update any forward-looking statements, 
whether as a result of new information, future events or results, except 
as may be required by applicable securities laws. There can be no 
assurance that forward-looking statements will prove to be accurate, as 
actual results and future events could differ materially from those 
anticipated in such statements. Accordingly, readers should not place 
undue reliance on forward-looking statements. 
 
   This announcement is distributed by Nasdaq Corporate Solutions on behalf 
of Nasdaq Corporate Solutions clients. 
 
   The issuer of this announcement warrants that they are solely 
responsible for the content, accuracy and originality of the information 
contained therein. 
 
   Source: Dalradian Resources Inc. via Globenewswire 
 
 
  http://www.dalradian.com/ 
 

(END) Dow Jones Newswires

July 19, 2018 02:00 ET (06:00 GMT)

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