07:24:50 EST Thu 21 Feb 2019
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Goldbelt Empires Ltd
Symbol C : GBE
Shares Issued 36,250,000
Close 2018-03-26 C$ 0.02
Recent Sedar Documents

Goldbelt to sell subsidiary Goldbelt Int'l for NSR

2018-06-13 16:50 ET - News Release

Mr. James Varanese reports


Goldbelt Empires Ltd. has entered into a share purchase and arrangement agreement with 1167732 B.C. Ltd., pursuant to which the parties will effect a reorganization transaction by way of a statutory plan of arrangement under the provisions of Section 288 of the Business Corporations Act (British Columbia).

The arrangement

Under the terms of the arrangement agreement, the company will sell all of the issued and outstanding shares of its wholly owned subsidiary Goldbelt International Ltd., and as a result, the company's beneficial interest in its Mali assets to B.C. Co., and B.C. Co. will grant the company a net smelter royalty, which shall be capped at a multiple of 6.5 times the book value of the Goldbelt International shares as set forth in the interim financial statements of Goldbelt as at and for the nine months ended March 31, 2018. In connection with the foregoing, it is anticipated that all intercompany debt between Goldbelt and Goldbelt International will be extinguished.

Goldbelt has called a general meeting to be held on June 26, 2018, at which the Goldbelt shareholders will be asked to, among other things, approve a special resolution authorizing and approving the disposition of the Goldbelt International shares. More information regarding the disposition can be found in the company's management information circular dated May 28, 2018, a copy of which is available under the company's profile on SEDAR. The arrangement is subject to the approval by the Goldbelt shareholders of the disposition.

The arrangement agreement also provides that B.C. Co. shall issue an aggregate number of B.C. Co. shares as is equal to the issued and outstanding ordinary shares of Goldbelt immediately prior to the effective date and such B.C. Co. shares will be exchanged for ordinary share purchase warrants of Goldbelt on the basis of one B.C. Co. arrangement share in exchange for one Goldbelt warrant. Under the terms of the plan of arrangement, each Goldbelt shareholder will be entitled to receive one B.C. Co. arrangement share for each Goldbelt share held. It is intended that once the arrangement is complete, Goldbelt shareholders will own a number of B.C. Co. shares equal to the number of Goldbelt shares they currently hold and, through B.C. Co., a beneficial interest in the Mali assets equal to its current beneficial interest in the Mali assets. Each Goldbelt shareholder will also retain all of the Goldbelt shares they currently own.

The interim order in respect of the arrangement was granted on June 12, 2018, and the parties will apply for final approval of the arrangement on June 28, 2018, at the courthouse at 800 Smithe St., Vancouver, B.C., at approximately 9:45 a.m. PT. Any Goldbelt shareholder may appear at the application provided they file with the court and deliver to the company's solicitor, Borden Ladner Gervais LLP (attention: Steve Warnett), by 4 p.m. PT on June 27, 2018, a response to petition setting out its address for service and all evidence they intend to present to the court. The arrangement, if approved by the court, is expected to be completed on or about June 28, 2018.

Strategic rationale

The key benefits to holders of Goldbelt ordinary shares with respect to the arrangement are as follows: the arrangement will result in Goldbelt shareholders owning shares of two public companies, each with a distinct business; Goldbelt and B.C. Co. will each have a clear mandate to pursue its own specific business and plan, and achieve its own strategic goals without being subject to the financial or other constraints of the business of the other entity; operating two businesses through separate companies is anticipated to improve the ability of both companies to obtain financing and provides existing shareholders with optionality as to investment strategy and risk profile; Goldbelt and B.C. Co. will each be able to:

  • Attract, motivate and retain directors, officers, and employees with experience and expertise in their particular business area; align management and employee incentives with the interests of its shareholders; effect acquisitions by way of public share issuances;
  • Each of Goldbelt and B.C. Co. will be a reporting issuer and accordingly, the shareholders of each entity will continue to benefit from public company oversight from the securities commissions and the higher disclosure, governance and financial statement requirements applicable to public companies.

Complete details of the terms of the arrangement are set out in the arrangement agreement, which will be filed by the company and will be available under the company's profile on SEDAR.

About Goldbelt Empires Ltd.

Goldbelt Empires is a gold explorer focused on the West African gold belt, listed on the TSX Venture Exchange.

We seek Safe Harbor.

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