Goldbelt Empires Limited Announces Plan of Arrangement

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TSX VENTURE: GBE

VANCOUVER, June 13, 2018 /CNW/ - Goldbelt Empires Ltd. (TSX VENTURE:GBE) (the "Company" or "Goldbelt") is pleased to announce it has entered into a share purchase and arrangement agreement  (the "Arrangement Agreement") with 1167732 B.C. Ltd. ("BC Co" and together with the Company, the "Parties") pursuant to which the Parties will effect a reorganization transaction by way of a statutory plan of arrangement (the "Plan of Arrangement") under the provisions of section 288 of the  Business Corporations Act (British Columbia) (the "Arrangement").

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 Limited (the "GIL Shares"), and as a result the Company's beneficial interest in its Mali assets (the "Mali Assets"), to BC Co. and BC 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 GIL 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 GIL 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 GIL shares (the "Disposition"). Mare 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 at www.sedar.com. The Arrangement is subject to the approval by the Goldbelt shareholders of the Disposition.

The Arrangement Agreement also provides that BC Co shall issue an aggregate number of BC Co shares as is equal to the issued and outstanding ordinary shares of Goldbelt immediately prior to the effective date and such BC Co shares (the "BC Co Arrangement Shares") will be exchanged for ordinary share purchase warrants of Goldbelt ("Goldbelt Warrants") on the basis of one BC 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 BC Co Arrangement Share for each Goldbelt share held. It is intended that once the Arrangement is complete, Goldbelt shareholders will own a number of BC Co shares equal to the number of Goldbelt Shares they currently hold and, through BC Co, a beneficial interest in the Mali Assets equal to their 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 Street, Vancouver, BC at approximately 9:45 a.m. (Vancouver time) (the "Application"). Any Goldbelt shareholder may appear at the Application provided they file with the Court and deliver to the Company's solicitors, Borden Ladner Gervais, LLP (Attn: Steve Warnett), by 4:00 p.m. (Vancouver time) on June 27, 2018, a Response to Petition setting out their 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 BC 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 BC Co will each be able to:

• each of Goldbelt and BC 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 at www.sedar.com.

About Goldbelt Empires

Goldbelt Empires is a gold explorer focused on the West African Goldbelt, and listed its shares on the TSX Venture Exchange in October 2015.  Its flagship property is the South Morila gold concession in the Republic of Mali. 

www.goldbeltempires.com

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 press release.

This news release contains forward-looking statements and information ("forward-looking statements") within the meaning of applicable securities laws and is based on the expectations, estimates and projections of management of Goldbelt as of the date of this news release, unless otherwise stated. The use of any of the words "expect", "anticipate", "continue", "estimate", "objective", "ongoing", "may", "will", "project", "should", "believe", "plans", "intends" and similar expressions are intended to identify forward-looking statements. More particularly and without limitation, this news release contains forward-looking statements concerning: anticipated benefits of the Arrangement to the holders of Goldbelt ordinary shares, the timing and anticipated receipt of required regulatory, court and securityholder approvals for the Arrangement and related matters; the ability of Goldbelt to satisfy the other conditions to, and to complete, the Arrangement; the holding of the Goldbelt general meeting of shareholders and the extinguishment of intercompany debts. Such forward-looking statements are provided for the purpose of providing information about management's current expectations and plans relating to the future. Investors are cautioned that reliance on such information may not be appropriate for other purposes, such as making investment decisions.

In respect of the forward-looking statements concerning the anticipated benefits and completion of the proposed Arrangement and the anticipated timing for completion of the Arrangement, Goldbelt has provided such in reliance on certain assumptions that it believes are reasonable at this time, including assumptions as to the ability of Goldbelt to receive, in a timely manner, the necessary regulatory, court, securityholder, stock exchange and other third party approvals, and the ability of each of the parties to the Arrangement Agreement to satisfy, in a timely manner, the other conditions to the closing of the Arrangement.

The anticipated dates provided may change for a number of reasons, including inability to secure necessary securityholder, regulatory, court or other third party approvals in the time assumed or the need for additional time to satisfy the other conditions to the completion of the Arrangement. Accordingly, readers should not place undue reliance on the forward-looking statements contained in this news release.

Since forward-looking statements addresses future events and conditions, such information by its very nature involves inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to risks such as failure to obtain required approvals; increased costs and expenses; interest rate and exchange rate fluctuations; competition; failure to realize the anticipated benefits of the Arrangement; and changes in legislation, including but not limited to tax laws. Risks and uncertainties inherent in the nature of the Arrangement include the failure to obtain necessary securityholder, regulatory, court and other third party approvals, or to otherwise satisfy the conditions to the Arrangement, in a timely manner, or at all. Failure to so obtain such approvals, or the failure to otherwise satisfy the conditions to the Arrangement, may result in the Arrangement not being completed on the proposed terms, or at all.

Readers are cautioned that the foregoing list of factors is not exhaustive. The reader is cautioned not to place undue reliance on these forward-looking statements. The forward-looking statements contained in this news release are made as of the date hereof and Goldbelt undertakes no obligations to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless so 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.

SOURCE Goldbelt Empires Ltd.