Ballyliffin Capital Corp.

July 07, 2015 17:58 ET

Ballyliffin Capital Corp. Shareholders Approve Private Placement With Ironside Resources Inc.

KELOWNA, BRITISH COLUMBIA--(Marketwired - July 7, 2015) - Ballyliffin Capital Corp. ("Ballyliffin") (NEX:BLL.H) is pleased to announce that its previously announced private placement with Ironside Resources Inc. ("Ironside") received overwhelming approval by shareholders of Ballyliffin at its shareholders meeting held on June 30, 2015 (the "Private Placement"). The companies will settle the final terms of the Private Placement as soon as practicable and anticipate closing the transaction on or about July 8, 2015 (the "Closing"). A further announcement will be made once the final terms of the Private Placement have been settled.

The transaction constitutes Ballyliffin's Qualifying Transaction pursuant to the policies of the TSX Venture Exchange (the "Exchange").

Upon completion of the Private Placement, Ballyliffin intends to distribute the Ironside shares held by it to its shareholders on a pro-rata basis as a return of capital. The Ballyliffin shareholders of record as of May 29, 2015, will be eligible to receive the Ironside shares, in proportion to the number of common shares of Ballyliffin held by them on such record date. The Ironside shares to replace the common shares Ballyliffin held by the Ballyliffin seed investors, will be deposited in escrow with Ironside's transfer agent pursuant to the policies of the Exchange.

As soon as practicable after the return of capital described above, Ballyliffin expects to delist its common shares from trading on the Exchange and complete a voluntary dissolution in accordance with Business Corporations Act (Alberta).

Further details of the transaction, the return of capital and the subsequent dissolution of Ballyliffin can be found in the management information circular of Ballyliffin dated June 3, 2015, which is available at

Statements in this press release regarding Ballyliffin's or Ironside's business which are not historical facts are "forward-looking statements" that involve risks and uncertainties, such as terms and completion of the Transaction. Since forward-looking statements address future events and conditions, by their very nature, they involve inherent risks and uncertainties. Actual results in each case could differ materially from those currently anticipated in such statements.

Completion of the Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular prepared in connection with the Transaction, any information released or received with respect to the 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.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this press release.

Neither 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.

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