Welcome!

News Feed Item

Regulus and Southern Legacy Announce Signing of Arrangement Agreement

CALGARY, ALBERTA -- (Marketwired) -- 07/29/14 -- Regulus Resources Inc. ("Regulus") (TSX VENTURE: REG) and Southern Legacy Minerals Inc. ("Southern Legacy") (TSX VENTURE: LCY) are pleased to announce that further to their press release dated May 20, 2014, they have executed a definitive arrangement agreement (the "Agreement") on July 29, 2014 pursuant to which the two companies will amalgamate.

The amalgamated company ("Amalco") will take the name of "Regulus Resources Inc." and will maintain the public listings of Southern Legacy on each of the TSXV and the Bolsa de Valores de Lima (the Lima Stock Exchange). Amalco will assume all of the liabilities and assets of each of Regulus and Southern Legacy in accordance with the Business Corporations Act (Alberta).

Regulus and Southern Legacy have agreed to amalgamate pursuant to a plan of arrangement under the Business Corporations Act (Alberta), based on an exchange ratio of 0.565 shares of Amalco for each share of Southern Legacy and one share of Amalco for each share of Regulus. Amalco will also effect a 1:3 share consolidation concurrent with the amalgamation. As a result, shareholders of Southern Legacy will in effect receive 0.1883 shares of Amalco for each Southern Legacy share and shareholders of Regulus will receive 0.333 shares of Amalco for each Regulus share. Upon completion of the arrangement Amalco will have approximately 45.3 million shares outstanding, approximately 74% of which will be held by former Regulus shareholders and 26% of which will be held by former Southern Legacy shareholders. It is expected that all of the outstanding common share purchase options of Regulus and Southern Legacy will be cancelled as part of the arrangement for no consideration.

The companies intend to call special meetings of their respective securityholders on or before September 30, 2014.

In connection with the signing of this Agreement, Regulus has agreed to increase the unsecured line of credit it has extended to Southern Legacy to a maximum of $2,500,000 (the "Loan"), with the other terms of the Loan remaining unchanged from the terms disclosed in the press release dated May 20, 2014. Advances under the Loan will be made at the discretion of Regulus on expenses approved by Regulus. The Loan will allow Southern Legacy to continue with key activities and obligations until the amalgamation is completed, including making required option payments on its properties.

Transaction Description

For further information on Amalco please refer to the joint press release dated May 20, 2014 which is available on SEDAR at www.sedar.com.

Break Fee

Each company has agreed to pay the other company a break fee of $750,000 if the arrangement is not completed because the parties fail to recommend to their respective shareholders to vote in favour of the arrangement at a duly called meeting of shareholders, or a party accepts a proposal to complete an alternative transaction.

Lock-Ups

Certain the directors and officers and other shareholders of each of Regulus and Southern Legacy have executed lock-up agreements in connection with the execution of the Agreement. In total, shareholders holding in excess of 19.3% of the Southern Legacy shares and 9.4% of the Regulus shares have agreed to vote in favour of the arrangement.

Advisors and Counsel

Regulus' legal counsel is Burnet, Duckworth and Palmer LLP. Southern Legacy's legal counsel is Davis LLP. Roman Friedrich and Associates is providing financial and advisory services to Southern Legacy.

Southern Legacy has received a fairness opinion from Evans & Evans, Inc. that the consideration to be received by the shareholders of Southern Legacy pursuant to the arrangement is fair, from a financial point of view, to the shareholders of Southern Legacy.

Neither the 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. All of Regulus' exploration programs and pertinent disclosure of a technical or scientific nature (including such disclosures as are referenced in this release) are prepared by, or under the direct supervision of, John E. Black, Regulus' CEO, who serves as the qualified person (QP) under the definitions of National Instrument 43-101.

Forward-Looking Information

Certain statements regarding Regulus and Southern Legacy, including management's assessment of future plans and operations, may constitute forward-looking statements under applicable securities laws and necessarily involve known and unknown risks and uncertainties, most of which are beyond Regulus' and Southern Legacy's control. Often, but not always, forward-looking statements or information can be identified by the use of words such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate" or "believes" or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved.

Specifically, and without limitation, all statements included in this press release that address activities, events or developments that either Regulus or Southern Legacy expect or anticipate will or may occur in the future, including the proposed arrangement as described herein, seeking shareholder approval for the arrangement and management's assessment of future plans and operations may constitute forward-looking statements under applicable securities laws and necessarily involve known and unknown risks and uncertainties, most of which are beyond Regulus' and Southern Legacy's control. These risks may cause actual financial and operating results, performance, levels of activity and achievements to differ materially from those expressed in, or implied by, such forward-looking statements. Although Regulus and Southern Legacy believe that the expectations represented in such forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct.

Regulus and Southern Legacy do not undertake any obligation to publicly update or revise any forward-looking statements other than required by applicable securities law.

More Stories By Marketwired .

Copyright © 2009 Marketwired. All rights reserved. All the news releases provided by Marketwired are copyrighted. Any forms of copying other than an individual user's personal reference without express written permission is prohibited. Further distribution of these materials is strictly forbidden, including but not limited to, posting, emailing, faxing, archiving in a public database, redistributing via a computer network or in a printed form.

Latest Stories
Join us at Cloud Expo | @ThingsExpo 2016 – June 7-9 at the Javits Center in New York City and November 1-3 at the Santa Clara Convention Center in Santa Clara, CA – and deliver your unique message in a way that is striking and unforgettable by taking advantage of SYS-CON's unmatched high-impact, result-driven event / media packages.
Enterprise networks are complex. Moreover, they were designed and deployed to meet a specific set of business requirements at a specific point in time. But, the adoption of cloud services, new business applications and intensifying security policies, among other factors, require IT organizations to continuously deploy configuration changes. Therefore, enterprises are looking for better ways to automate the management of their networks while still leveraging existing capabilities, optimizing perf...
SYS-CON Events announced today that Super Micro Computer, Inc., a global leader in Embedded and IoT solutions, will exhibit at SYS-CON's 18th International Cloud Expo®, which will take place on June 7-9, 2016, at the Javits Center in New York City, NY. Supermicro (NASDAQ: SMCI), the leading innovator in high-performance, high-efficiency server technology, is a premier provider of advanced server Building Block Solutions® for Data Center, Cloud Computing, Enterprise IT, Hadoop/Big Data, HPC and ...
In his keynote at 18th Cloud Expo, Andrew Keys, Co-Founder of ConsenSys Enterprise, will provide an overview of the evolution of the Internet and the Database and the future of their combination – the Blockchain. Andrew Keys is Co-Founder of ConsenSys Enterprise. He comes to ConsenSys Enterprise with capital markets, technology and entrepreneurial experience. Previously, he worked for UBS investment bank in equities analysis. Later, he was responsible for the creation and distribution of life ...
The cloud market growth today is largely in public clouds. While there is a lot of spend in IT departments in virtualization, these aren’t yet translating into a true “cloud” experience within the enterprise. What is stopping the growth of the “private cloud” market? In his general session at 18th Cloud Expo, Nara Rajagopalan, CEO of Accelerite, will explore the challenges in deploying, managing, and getting adoption for a private cloud within an enterprise. What are the key differences betwee...
As cloud and storage projections continue to rise, the number of organizations moving to the cloud is escalating and it is clear cloud storage is here to stay. However, is it secure? Data is the lifeblood for government entities, countries, cloud service providers and enterprises alike and losing or exposing that data can have disastrous results. There are new concepts for data storage on the horizon that will deliver secure solutions for storing and moving sensitive data around the world. ...
In the rush to compete in the digital age, a successful digital transformation is essential, but many organizations are setting themselves up for failure. There’s a common misconception that the process is just about technology, but it’s not. It’s about your business. It shouldn’t be treated as an isolated IT project; it should be driven by business needs with the committed involvement of a range of stakeholders.
SYS-CON Events announced today that BMC Software has been named "Siver Sponsor" of SYS-CON's 18th Cloud Expo, which will take place on June 7-9, 2015 at the Javits Center in New York, New York. BMC is a global leader in innovative software solutions that help businesses transform into digital enterprises for the ultimate competitive advantage. BMC Digital Enterprise Management is a set of innovative IT solutions designed to make digital business fast, seamless, and optimized from mainframe to mo...
SYS-CON Events announced today that MobiDev will exhibit at SYS-CON's 18th International Cloud Expo®, which will take place on June 7-9, 2016, at the Javits Center in New York City, NY. MobiDev is a software company that develops and delivers turn-key mobile apps, websites, web services, and complex software systems for startups and enterprises. Since 2009 it has grown from a small group of passionate engineers and business managers to a full-scale mobile software company with over 200 develope...
WebRTC is bringing significant change to the communications landscape that will bridge the worlds of web and telephony, making the Internet the new standard for communications. Cloud9 took the road less traveled and used WebRTC to create a downloadable enterprise-grade communications platform that is changing the communication dynamic in the financial sector. In his session at @ThingsExpo, Leo Papadopoulos, CTO of Cloud9, will discuss the importance of WebRTC and how it enables companies to fo...
SYS-CON Events announced today that MangoApps will exhibit at SYS-CON's 18th International Cloud Expo®, which will take place on June 7-9, 2016, at the Javits Center in New York City, NY. MangoApps provides modern company intranets and team collaboration software, allowing workers to stay connected and productive from anywhere in the world and from any device. For more information, please visit https://www.mangoapps.com/.
Companies can harness IoT and predictive analytics to sustain business continuity; predict and manage site performance during emergencies; minimize expensive reactive maintenance; and forecast equipment and maintenance budgets and expenditures. Providing cost-effective, uninterrupted service is challenging, particularly for organizations with geographically dispersed operations.
SYS-CON Events announced today TechTarget has been named “Media Sponsor” of SYS-CON's 18th International Cloud Expo, which will take place on June 7–9, 2016, at the Javits Center in New York City, NY, and the 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. TechTarget is the Web’s leading destination for serious technology buyers researching and making enterprise technology decisions. Its extensive global networ...
SYS-CON Events announced today that EastBanc Technologies will exhibit at SYS-CON's 18th International Cloud Expo®, which will take place on June 7-9, 2016, at the Javits Center in New York City, NY. EastBanc Technologies has been working at the frontier of technology since 1999. Today, the firm provides full-lifecycle software development delivering flexible technology solutions that seamlessly integrate with existing systems – whether on premise or cloud. EastBanc Technologies partners with p...
SYS-CON Events announced today that Tintri Inc., a leading producer of VM-aware storage (VAS) for virtualization and cloud environments, will exhibit at the 18th International CloudExpo®, which will take place on June 7-9, 2016, at the Javits Center in New York City, New York, and the 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA.