Lydian International Ltd.
TSX : LYD

Lydian International Ltd.

May 18, 2016 11:24 ET

Lydian Shareholders Overwhelmingly Approve $80 Million Private Placements

TORONTO, ONTARIO--(Marketwired - May 18, 2016) -

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES.

Lydian International Limited (TSX:LYD) ("Lydian" or "the Company") is pleased to announce the results of voting at its extraordinary general meeting of shareholders held earlier today (the "Special Meeting"). The resolution presented to shareholders sought approval of private placements totaling US$80 million with Orion CO-IV (ED) Limited and Resource Capital Fund VI L.P. ("RCF") and issuance of certain warrants to Orion CO-IV (SO) Limited (together with Orion CO-IV (ED) Limited, "Orion") and RCF in connection with a credit facility dated November 30, 2015 (the "Private Placements Resolution").

At the Special Meeting, 87.1% of the votes cast by holders of Lydian's ordinary shares present (or represented by proxy) and eligible to vote on the Private Placements Resolution approved the resolution and, consequently, such resolution was adopted. Final voting results will be published shortly at www.sedar.com.

Approval of the Private Placements Resolution by Lydian's shareholders was a necessary condition of the financing transactions entered into with Orion and RCF on November 30, 2015 and March 11, 2016 (see Lydian's news releases, dated December 1, 2015 and March 14, 2016) and was an escrow release condition under the terms of the subscription receipts issued by the Company in March 2016 (see Lydian's news releases, dated March 17, 2016 and March 23, 2016). Funding of the private placements with Orion and RCF and release of the proceeds from the subscription receipts will occur upon the satisfaction or waiver of all other conditions precedent of these transactions.

Gordon Wylie, Chairman of the Board, commented, "We are extremely pleased with the level of participation by our shareholders. Nearly two-thirds of the eligible shares were voted. I would like to thank our shareholders for their positive support of the Private Placements Resolution. We now look forward to funding from these transactions and then developing a world class gold mine in the Republic of Armenia for the benefit of all our stakeholders."

About Lydian International Limited

Lydian is an emerging gold developer, focused on its 100%-owned Amulsar Gold Project, located in south-central Armenia. The Company's current mine development and construction plan for Amulsar is aimed at achieving average production greater than 200,000 ounces of gold per year and establishing the Company as a high cash-flow producer. The Company is committed to best practices in all aspects of its operations including production, sustainability, and good corporate citizenry. For more information and to directly contact us, please visit www.lydianinternational.co.uk.

Caution regarding forward-looking information

Certain information contained in this news release is "forward looking". All statements in this news release, other than statements of historical fact, that address events, results, outcomes or developments that the Company expects to occur are "forward-looking statements". Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the use of forward-looking terminology such as "plans", "expects", "is expected", "intends", "anticipates" or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "should", or "occur" or the negative connotation of such terms. Forward-looking statements in this news release include, among others, statements with respect to: the release of the escrowed proceeds; the receipt of the private placement proceeds; the satisfaction or waiver of all conditions precedent; the planned production level of the Amulsar Gold Project; and expected cash flow.

All forward-looking statements in this news release are based on the opinions and estimates made as of the date such statements and are made and are subject to important risk factors and uncertainties, many of which are beyond the Company's ability to control or predict. The forward-looking statements in this news release are subject to the following assumptions: the satisfaction or waiver of all conditions precedent of the private placements; and the satisfaction or waiver of all escrow release conditions.

Forward-looking statements are necessarily based on estimates and assumptions that are inherently subject to known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those expressed or implied by such forward-looking statements. Such risks, uncertainties and factors include, without limitation: changes in gold and silver prices; adverse general economic, market or business conditions; regulatory changes; as well as "Risk Factors" included in the disclosure documents filed on and available at www.sedar.com. Forward-looking statements are not guarantees of future performance, and actual results and future events could materially differ from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. All of the forward-looking statements contained in this news release are qualified by these cautionary statements. The Company expressly disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, events or otherwise, except in accordance with applicable securities laws.

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