Brilliant Resources Inc.
TSX VENTURE : BLT

Brilliant Resources Inc.

May 27, 2015 16:51 ET

Brilliant Announces Date of Special Meeting of Shareholders

TORONTO, ONTARIO--(Marketwired - May 27, 2015) - Brilliant Resources Inc. (TSX VENTURE:BLT) (the "Company" or "Brilliant") is pleased to announce that it will hold a special meeting of its shareholders on June 25, 2015 (the "Meeting") for the purpose of approving (i) a return of capital to its shareholders of $0.145 per share (the "Return of Capital"), (ii) a change of business to an investment company (the "Proposed COB") under the rules of the TSX Venture Exchange (the "TSXV"), (iii) a change of the name of the Company to "FCF Capital Inc." and (iv) amendments to its stock option plan and deferred share unit plan (the "DSU Plan"). The record date for the purpose of determining holders of common shares entitled to receive notice of and attend the Meeting and vote thereat is May 21, 2015. The management information circular (the "Circular") relating to the Meeting provides significant disclosure with respect to the matters to be submitted to the Meeting and has been filed under the Company's profile at www.sedar.com.

Return of Capital

The record date for the shareholders entitled to the Return of Capital is expected to be June 25, 2015, the date of the Meeting; and the distribution of the Return of Capital is expected to occur on July 7, 2015. If the Return of Capital is approved at the Meeting, the stated capital account maintained by the Company in respect of the common shares will be reduced by an amount equal to $0.145 multiplied by the number of common shares issued and outstanding on the record date for the Return of Capital. The aggregate of the Return of Capital is expected to be approximately $21.69 million. Following the Return of Capital, the Board believes that the Company will have sufficient working capital to meet its strategic objectives.

The Return of Capital will be contingent on the completion of the Proposed COB.

It is expected that the Return of Capital will be treated as a tax-free return of paid-up capital for purposes of the Income Tax Act (Canada). However, depending on circumstances, the Return of Capital may give rise to a capital gain for a particular shareholder to the extent the Return of Capital is greater than such shareholder's adjusted cost base in the common shares. Further information is set out in the Circular.

Summary of the Proposed COB

The Company announced its intention to proceed with the Proposed COB via news release dated April 10, 2015. If completed, the Proposed COB will constitute a "Change of Business" under Policy 5.2 of the TSXV and is conditional upon, among other things, the Company obtaining TSXV and shareholder approval.

Upon completion of the Proposed COB, the Company's primary focus will be to seek superior returns by making investments in equity, debt or other securities of publicly traded or private companies or other entities, providing financing in exchange for pre-determined royalties or distributions and the acquisition of all or part of one or more businesses, portfolios or other assets.

If the Proposed COB does not obtain regulatory and shareholder approval, the Company will not proceed with the Return of Capital. In such circumstances, the Board will reconsider the strategic objectives of the Company and report back to the shareholders. As a condition to obtaining TSXV approval, the Company will undertaken that at least 50% of its available funds will be allocated to at least two investments by May 21, 2016.

Name Change

The Company proposes to change its name to "FCF Capital Inc." following the Proposed COB.

Amendment of Plans

The Company has adopted, ratified and approved an amended and restated stock option plan which will replace the current stock option plan last approved and ratified at the annual general and special shareholders' meeting of the Company held on March 18, 2015. The Company has also adopted, ratified and approved amendments to the DSU Plan providing for payment in common shares, which amendments will only be effective upon shareholder and TSXV approval. For further details and information about the amendments to the DSU Plan and the amended and restated stock option plan, please see the Circular.

Shareholders' Meeting

Shareholder approval of 66 2/3% of the shares voting in person or by proxy at the Meeting will be required to approve the Return of Capital and the change of the Company's name. The resolutions approving the Proposed COB and the amended and restated stock option require approval by a simple majority of the votes cast by shareholders present in person or represented by proxy at the Meeting. The resolution approving the amendments to the DSU Plan requires approval by a simple majority of the votes cast by disinterested shareholders (being shareholders other than the directors of the Company) present in person or represented by proxy at the Meeting. In addition, the Return of Capital will be contingent on the completion of the Proposed COB.

Other Information

Completion of the Proposed COB is subject to a number of conditions, including TSXV acceptance and shareholder approval. There can be no assurance that the Proposed COB will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the circular to be prepared in connection with the Proposed COB, any information released or received with respect to the Proposed COB may not be accurate or complete and should not be relied upon. Trading in the securities of the Company should be considered highly speculative.

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

For further information about Brilliant Resources Inc. or this news release, please visit our website www.brilliantresources.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 RELEASE.

Caution concerning forward-looking information

This press release contains "forward-looking information" and "forward-looking statements" within the meaning of applicable securities laws, including statements regarding the future strategy of the Company and the possible approvals of matters to be put forth for approval at the Meeting. This information and statements address future activities, events, plans, developments and projections. All statements, other than statements of historical fact, constitute forward-looking statements or forward-looking information. Such forward-looking information and statements are frequently identified by words such as "may", "will", "should", "anticipate", "plan", "expect", "believe", "estimate", "intend" and similar terminology, and reflect assumptions, estimates, opinions and analysis made by management in light of its experience, current conditions, expectations of future developments and other factors which it believes to be reasonable and relevant. Forward-looking information and statements involve known and unknown risks and uncertainties that may cause actual results, performance and achievements to differ materially from those expressed or implied by the forward-looking information and statements and, accordingly, undue reliance should not be placed thereon. Risks and uncertainties that may cause actual results to vary include, but are not limited to, failure by the Company to obtain shareholder approval of the matters to be voted on at the Meeting; failure to obtain regulatory approval of the Proposed COB; as well as other risks and uncertainties which are more fully described in our annual and quarterly Management's Discussion and Analysis and in other filings made by us with Canadian securities regulatory authorities and available at www.sedar.com. Brilliant disclaims any obligation to update or revise any forward-looking information or statements except as may be required by applicable law.

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