Goldbelt Empires Limited
TSX VENTURE : QRL.P

October 05, 2015 18:15 ET

Goldbelt Empires Limited (Formerly Quartet Resources Limited) Completes Extraordinary Meeting

CALGARY, ALBERTA--(Marketwired - Oct. 5, 2015) -

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Goldbelt Empires Limited (formerly Quartet Resources Limited) (TSX VENTURE:QRL.P) (the "Company") announces, further to its September 24, 2015 news release, the results of its extraordinary meeting of holders ("Shareholders") of ordinary shares of the Company ("Ordinary Shares") which was completed on September 25, 2015 at The Clubhouse, 11 - 14 Grafton Street, Mayfair, London, United Kingdom (the "Meeting"). A total of 84.63% of the Ordinary Shares were represented at the Meeting. The Meeting was adjourned on August 31, 2015 prior to being resumed and completed on September 25, 2015.

The disinterested and minority shareholder votes on the resolution to approve the acquisition of Goldbelt International Limited ("Goldbelt") by the Company, which is intended to constitute the Company's "Qualifying Transaction" (as defined in TSX Venture Exchange ("TSXV") policies) (the "QT Resolution") were both passed. The Company filed a long form final prospectus dated September 22, 2015 (the "Prospectus") that provided the disclosure required pursuant to TSXV Form 3B1 - Information Required in an Information Circular for a Qualifying Transaction for the Qualifying Transaction by reference into the management information circular of the Company dated July 31, 2015 (the "Information Circular") prepared in connection with the Meeting.

The resolution to approve a change of name of the Company to "Goldbelt Empires Limited", or such other name as the board of directors of the Company (the "Board") may determine is appropriate was approved prior to the adjournment of the Meeting on August 31, 2015. As well, the resolution to approve the allotment and issuance of such numbers of Ordinary Shares by the Board at any time to such persons, upon such terms and conditions and for such purposes, including but not limited to, for the completion of the Company's Qualifying Transaction and the transactions contemplated thereunder and a prospectus financing in connection with such Qualifying Transaction, and any subsequent acquisitions and financings and grants of convertible securities of the Company in an amount not to exceed 10,000% of the currently issued number of shares, was also approved prior to the adjournment of the Meeting on August 31, 2015.

For information regarding the QT Resolution and for the full text of the matters considered at the Meeting, please see the Information Circular available at www.SEDAR.com. The Prospectus is also available at www.SEDAR.com.

Additional Information

The Ordinary Shares are currently suspended from trading and are not expected to be reinstated for trading until completion of the Qualifying Transaction.

Investors are cautioned that, except as disclosed in the Information Circular or Prospectus, 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.

This news release contains "forward-looking information" within the meaning of applicable securities laws relating to the Meeting, the Prospectus and associated matters, including statements regarding the matters to be considered at the Meeting and the receipting of the Prospectus. Although the Corporation believes in light of the experience of its officers and directors, current conditions and expected future developments and other factors that have been considered appropriate that the expectations reflected in this forward-looking information are reasonable, undue reliance should not be placed on them because the Corporation can give no assurance that they will prove to be correct. Readers are cautioned to not place undue reliance on forward-looking information. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the risks that the parties will not proceed with the Meeting, the Prospectus and associated transactions, that the ultimate terms of the Meeting, the Prospectus and associated transactions will differ from those that currently are contemplated, and that the Meeting, the Prospectus and associated transactions will not be successfully completed for any reason (including the failure to obtain the required approvals or clearances from regulatory authorities and Shareholders). The terms and conditions of the Qualifying Transaction may change based on the Corporation's due diligence (which is going to be limited as the Corporation intends largely to rely on the due diligence of other parties of the Qualifying Transaction to contain its costs, among other things) and the receipt of tax, corporate and securities law advice for both the Company and Goldbelt. The statements in this press release are made as of the date of this release.

Neither the TSX Venture Exchange, Inc. nor its Regulation Services Provider (as that term is defined in the polices of the TSX Venture Exchange) has in any way passed upon the merits of the Acquisition and associated transactions and neither of the foregoing entities has in any way approved or disapproved of the contents of this press release.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Contact Information

  • Goldbelt Empires Limited
    Lord Simon Reading
    President and CEO
    +44 77 9614-4765