Goldbelt Empires Limited
TSX VENTURE : QRL.P

October 20, 2015 19:34 ET

Goldbelt Empires Limited (Formerly Quartet Resources Limited) Completes Proposed Qualifying Transaction and Offering, Announces New Management Team and Directors

CALGARY, ALBERTA--(Marketwired - Oct. 20, 2015) -

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Goldbelt Empires Limited (formerly Quartet Resources Limited) (TSX VENTURE:QRL.P) (the "Company") is pleased to announce, further to its July 24, 2015, September 24, 2015 and October 5, 2015 press releases, the closing on October 15, 2015 of a prospectus offering for gross proceeds of $900,000 and a transaction expected to serve as the Company's "Qualifying Transaction", as defined in Policy 2.4 of the TSX Venture Exchange (the "Exchange").

The Company is also pleased to announce the appointment of James Varanese as Chairman, joined by Jonathan Challis as President and Chief Executive Officer, and Victor Dusik as Chief Financial Officer. In order to comply with Hong Kong law, the Company had previously appointed Ashwood Management Co. Ltd. as Corporate Secretary of the Corporation. Mr. Dusik was also appointed as Executive Corporate Secretary of the Company to provide oversight to the Corporate Secretary and to attend to executive matters related to the Corporate Secretary position to the extent permitted by Hong Kong corporate law. The Company is also pleased to announce the appointment of Mr. Dusik to the board of directors of the Company together with Robb McNaughton, Marc Bamber, Hermanus Ackerman and Philipp Koether. Messrs. Challis and Varanese will continue as directors of the Company. These appointments followed the resignations of Lord Simon Reading as President, Chief Executive Officer, Chief Financial Officer and a director, Jason Rosychuk as Corporate Secretary and a director, Michael Kahn as a director, and Paul Lush as a director of the Company.

Further to the Company's prior news release dated July 24, 2015, it entered into a share exchange agreement with Goldfield Empires Holdings Limited ("Goldfield"), dated July 24, 2015 (the "Share Exchange Agreement") whereby the Company has acquired all of the issued and outstanding shares of Goldbelt International Limited ("Goldbelt") in exchange for 7,500,000 shares in the capital of the Company at a deemed price of $0.20 per share for aggregate deemed consideration of $1,500,000 (the "Transaction"). The Transaction is expected to serve as the Company's "Qualifying Transaction" and has received the conditional approval of the Exchange for the Transaction.

Further to the Company's prior news release dated September 24, 2015, a final prospectus dated September 22, 2015 ("Final Prospectus") has been filed, and a receipt issued therefor. Under the terms of the agency agreement entered into in connection therewith, dated September 22, 2015 between the Company, Goldbelt and the Industrial Alliance Securities Inc. (the "Agent"), and as disclosed in the Final Prospectus, the Agent was appointed to act as agent in connection with a "best efforts" long form prospectus offering of up to a maximum of 10,000,0000 units (and a minimum of 3,750,000 units) of Goldbelt ("Units") at a subscription price of $0.20 per Unit, for aggregate gross proceeds of a maximum of $2,000,000 (and a minimum of $750,000) (the "Offering"). On October 15, 2015 the Company completed a financing pursuant to the Offering, whereby 4,500,000 Units were sold for gross proceeds of $900,000 (the "Financing"). The Company intends to undertake additional financing in respect of the Offering prior to the expiration of the Offering Period (as defined in the Final Prospectus).

The Company has, as a result of the Transaction and Financing, 20,150,000 ordinary shares in the capital of the Company (the "Ordinary Shares") issued and outstanding.

The Offering is being made in British Columbia, Alberta, Saskatchewan, Manitoba and Ontario. Each Unit is comprised of one Ordinary Share and one Ordinary Share purchase warrant ("Warrants"). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $0.30 at any time prior to 4:30 p.m. (Calgary time) on the date that is 24 months following the date of their issuance. No fractional Ordinary Shares will be issued upon the exercise of the Warrants. Subsequent to the date that is 12 months following the Listing Date (as defined in the Final Prospectus), in the event the Company Shares are listed on any recognized stock exchange, including the Exchange, close for any 20 consecutive trading day period at a price of $0.40 or above, the Company shall have the right, in its sole discretion, to accelerate the expiration date of the Warrants (the "Conversion Right") by issuing a press release and providing written notice (the "Conversion Notice") to the holders of the Warrants, receipt of such Conversion Notice deemed to be 5 days from the date of such event (the "Conversion Notice Date"). Upon issuance of the Conversion Notice the Purchaser must exercise any Warrants then held in accordance with their terms within 30 days (the "Conversion Deadline") of the Conversion Notice Date, after which Conversion Deadline any unexercised Warrants held by the Purchaser shall be deemed to have expired.

The proceeds from the Offering will be used to (i) further the exploration and development of Goldbelt's property in Mali, (ii) to cover the expenses of the Offering and the Transaction, and (iii) for general working capital purposes.

The Agent will receive a commission of 8% of the aggregate gross proceeds of the Offering payable in cash, excluding the gross proceeds raised from subscribers pursuant to a "President's List" as agreed between the Agent and Goldbelt from which the Agent will receive a 4% cash commission with respect to investment up to $1,000,000 from subscribers listed in such "President's List". The Agent will also be granted non-transferable compensation options ("Agent's Options") equal to 8% of the aggregate number of securities sold pursuant to the Offering, excluding securities sold to subscribers on the "President's List" from which the Agent will receive Agent's Options equal to 4% of the aggregate number of securities sold. Each Agent's Option entitling the Agent to purchase one Unit ("Agent's Unit") at $0.20 per Agent's Unit exercisable on or before the date that is 24 months from the date of issuance. The Company will also pay the Agent's legal fees and other reasonable expenses in connection with the Offering. In connection with the Offering the Agent received a non-refundable work fee and a non-refundable due diligence fee. In connection with the closing of the Financing, the Agent received a cash commission of $72,000 and the Company issued 360,000 Agent's Options.

The Company will also grant the Agent an option, exercisable in whole or in part at any time and from time to time for a period of 30 days following the final closing of the Offering, to offer for sale up to 1,500,000 additional Units, solely to cover over-allotments, if any, and for market stabilization purposes (the "Over-Allotment Option"). If the Over-Allotment Option is exercised in full, the total maximum offering to the public will be $2,300,000, in the case of the maximum Offering.

The Company has received conditional acceptance to list its Ordinary Shares on the Exchange. Listing will be subject to the Company fulfilling all of the requirements of the Exchange. In the event that the Company satisfies the Exchange's Initial Listing Requirements (as defined in Exchange policies) upon Completion of the Qualifying Transaction, the Company will graduate to list as a Tier 2 Issuer on the Exchange. The Company has received an exemption to the sponsorship requirement from the Exchange.

The Company is a public company incorporated under the laws of Hong Kong and is a "capital pool company" under the policies of the Exchange, which gives it access to Asian markets among capital pool companies. The Company has a head office in Hong Kong's Wan Chai district.

Goldbelt is a private company incorporated under the laws of Hong Kong, focused on gold exploration in West Africa. Goldbelt's business is the acquisition, exploration and development of mineral resources in West Africa. Goldbelt currently has two subsidiaries: (i) Mali Goldfields Limited ("MG Limited") of which Goldbelt owns 100% of the issued and outstanding ordinary shares and (ii) Mali Goldfield SARL ("MG SARL"), of which MG Limited owns 100% of all of the issued and outstanding shares. Goldbelt's subsidiary MG SARL owns 100% of an exploration permit for exploration of gold and base metals on the South Morila (Kola) Concession located in the Sikasso Region of southern Mali which covers an area of 150 km2 in size (the "South Morila Property"). Such exploration permit was transferred to MG SARL by a Malian subsidiary of Tanex Corporation ("Tanexco") pursuant to a Title Transfer Agreement, dated October 22, 2014. The consideration payable in respect of the aforementioned title transfer has been paid in full.

Pursuant to a Mineral Asset Development Agreement, dated June 18, 2015 between Tanexco and Goldfield, Tanexco has agreed to use best efforts to identify mining opportunities in Mali in order to develop Goldbelt's asset portfolio and has thereby granted Goldfield a right of first refusal over concessions under their control for a three-year period, commencing June 18, 2015 (the "Mali ROFR"). Pursuant to a Deed of Assignment, dated June 18, 2015 between Goldfield and Goldbelt, Goldfield has assigned the Mali ROFR to Goldbelt. In addition to potential future participation in respect of the Mali ROFR, Goldbelt may also pursue other metal and mineral exploration, development and exploitation opportunities that it believes would enhance shareholder value.

The Company expects that the Ordinary Shares will remain halted pending the completion of corporate and other related matters. The Corporation expects the halt to be lifted on or prior to November 2, 2015.

Additional Information

For more information on the new directors and officers of the Company, the Offering, the Transaction and the business and property of Goldbelt, readers are encouraged to review the Final Prospectus, available at the Company's SEDAR profile at www.SEDAR.com.

Investors are cautioned that, except as disclosed in the Information Circular or the Final 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 press release contains forward-looking information. More particularly, this press release contains statements concerning the prospective Qualifying Transaction of the Company, the Offering, additional financings, the operations of the Company, the Mali ROFR, the business strategy of the Company and the halting of the Company's Ordinary Shares. The information about Goldbelt and Goldfield contained in the press release has not been independently verified by the Company. Although the Company 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 Company can give no assurance that they will prove to be correct.

Forward looking information involves known and unknown risks, uncertainties, assumptions (including, but not limited to, assumptions on the performance and financial results of the properties of Goldbelt and certain other risks detailed from time to time in the Company's public disclosure documents including, without limitation, those risks identified in the Final Prospectus which is available on the Company's SEDAR profile at www.sedar.com) and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking information. The terms and conditions of the Offering may change based on the Company's due diligence on Goldbelt, regulatory and third party comments, consents and approvals and the ability to meet the conditions of the required timeframes, including completing any additional financing. The forward-looking statements contained in this press release are made as of the date hereof and the Company undertakes no obligations to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

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

This press release is not an offer of the securities for sale in the United States. The securities have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an exemption from registration. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful.

The TSX Venture Exchange Inc. 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 press release.

Contact Information

  • Goldbelt Empires Limited
    Victor Dusik
    Chief Financial Officer,
    Corporate Secretary and a director
    Telephone: (604) 818-4100