Quartet Resources Limited
TSX VENTURE : QRL.P

Quartet Resources Limited

August 31, 2015 13:54 ET

Quartet Resources Limited Adjourns Extraordinary Meeting

CALGARY, ALBERTA--(Marketwired - Aug. 31, 2015) -

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Quartet Resources Limited (TSX VENTURE:QRL.P) (the "Company") announces the results of its extraordinary meeting of holders ("Shareholders") of ordinary shares of the Company ("Ordinary Shares") which was held this morning, August 28, 2015 at 10:00 a.m. (London time) at The Clubhouse, 11 - 14 Grafton Street, Mayfair, London, United Kingdom (the "Meeting"). A total of 38.2% of the Ordinary Shares were represented at the Meeting.

The disinterested and minority shareholder vote 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"), was adjourned to 10:00 a.m. on September 25, 2015. The Company filed a long form preliminary prospectus on July 24, 2015 (the "Preliminary Prospectus") that is intended to provide the disclosure required pursuant to TSXV Form 3B1 - Information Required in an Information Circular for a Qualifying Transaction for the Qualifying Transaction. The Company has determined that it is desirable to have final prospectus of the Company (the "Final Prospectus") filed further to the Preliminary Prospectus with the applicable securities regulators prior to the Meeting and incorporated by reference into the management information circular of the Company dated July 31, 2015 (the "Information Circular") prepared in connection with the Meeting. As the Company was not able to obtain a final receipt for the Final Prospectus prior to the Meeting, it has postponed the vote on the QT Resolution until September 25, 2015 at 10:00 a.m. (London, United Kingdom time) in the hope that the Final Prospectus will be filed by that time. The Company will issue a further new release if it receives a final receipt of the Final Prospectus prior to the Meeting, so as to give Shareholders an opportunity to review the Final Prospectus as filed on www.sedar.com prior to considering the QT Resolution.

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 at the Meeting. 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 at the Meeting.

For information regarding the QT Resolution and for the full text of the matters to be considered at Meeting, please see the Information Circular available at www.sedar.com.

This news release contains "forward-looking information" within the meaning of applicable securities laws relating to the Meeting, the Final Prospectus and associated matters, including statements regarding the matters to be considered at the Meeting and the receipting of the Final 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 Final Prospectus and associated transactions, that the ultimate terms of the Meeting, the Final Prospectus and associated transactions will differ from those that currently are contemplated, and that the Meeting, the Final 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 Quartet 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

  • Quartet Resources Limited
    Lord Simon Reading
    President and CEO
    +44 77 9614-4765