Brilliant Resources Inc.
TSX VENTURE : BLT

Brilliant Resources Inc.

April 20, 2015 09:21 ET

Brilliant Announces Proposed Investment in Ram Power

TORONTO, ONTARIO--(Marketwired - April 20, 2015) - Brilliant Resources Inc. (TSX VENTURE:BLT) (the "Company" or "Brilliant") is pleased to announce that, consistent with its plans announced on April 10, 2015 to become a Tier 1 investment company (the "Proposed COB") under the rules of the TSX Venture Exchange (the "TSXV"), it has conditionally agreed to invest CDN$10 million (the "Investment") as part of the US$60 million subscription receipt financing (the "Ram Power Financing") announced today by Ram Power, Corp. (TSX:RPG) ("Ram Power"). Upon closing of the Ram Power Financing, Brilliant will acquire 2.5 billion subscription receipts of Ram Power at a purchase price of CDN$0.004 per subscription receipt, which will entitle Brilliant to receive upon exchange 1,250,000 post-consolidation common shares of Ram Power (at a deemed price of CDN$8 per share).

The Board of Brilliant believes that the Investment is in the best interest of the Company and its shareholders. As the Investment would constitute the first investment of the Company pursuant to the Proposed COB and could be completed in advance of the formal final approval of the Proposed COB, prior approval of the TSXV is required and in connection therewith the Company is also seeking the written consent to the Investment from persons holding a majority of its common shares.

The Ram Power Financing is part of a larger restructuring transaction also announced today by Ram Power (the "Restructuring").

Proceeds from the Ram Power Financing will be held in escrow pending satisfaction of certain release conditions (the "Escrow Release Conditions") related to the Restructuring, including completion of the conversion of outstanding debentures of Ram Power (the "Conversion"), the entering into of amendments to Ram Power's credit facilities, completion of a share consolidation, and the appointment of new directors and a new chief executive officer. Upon satisfaction of such conditions, the Company and the other Ram Power Financing subscribers will receive, for each subscription receipt held, one pre-consolidation common share in the capital of Ram Power. On closing of the Restructuring, Brilliant would hold approximately 8.1% of the issued and outstanding post-consolidation common shares of Ram Power.

The closing of the Ram Power Financing is conditional on the receipt by Ram Power of approval of the Toronto Stock Exchange (the "TSX") to list the common shares of Ram Power to be issued pursuant to the Ram Power Financing and the Conversion. There is no certainty that Ram Power will obtain TSX approval and therefore the Ram Power Financing may not close and in that case the Investment would not occur. There is also no certainty that the Escrow Release Conditions will be satisfied. In the event the Escrow Release Conditions are not satisfied, the Investment would be returned to Brilliant, with interest.

The Ram Power Financing is expected to close in escrow on or about April 30, 2015, and Ram Power has stated that the Restructuring is expected to be completed within the next several months. If the Company does not obtain TSXV approval for the Investment by noon on April 27, 2015, the Investment will not occur.

For further details regarding the Restructuring and the Ram Power Financing, please see the press release of Ram Power issued today, which can be found under Ram Power's profile at www.sedar.com. In addition, the subscription agreement executed by the Company in connection with the Investment has been filed today under the Company's profile at www.sedar.com.

As disclosed on April 10, 2015, on a consolidated basis, the Company has working capital of approximately CDN$46.4 million. Following the Company's announced proposed return of capital of CDN$0.145 per share (or approximately CDN$21.13 million in the aggregate) and the Investment, the Company would have working capital of approximately CDN$15 million.

Completion of the Proposed COB is subject to a number of conditions, including TSXV acceptance and disinterested shareholder approval. The Proposed COB cannot close until the required shareholder approval is obtained. 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 Management Information 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 Brilliant should be considered highly speculative.

The TSXV has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

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 possible approvals of the Investment. 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 consent to, and regulatory approval of, the Investment; failure of Ram Power to obtain necessary approvals and consents to the Restructuring; 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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