GRAPHENE LIGHTING PLC ANNOUNCES APPOINTMENT OF
BILL NEILL AS CHIEF EXECUTIVE OFFICER
GRAPHENE LIGHTING PLC ANNOUNCES RIGHT OF FIRST
REFUSAL TO ACQUIRE LUMENEERING INNOVATIONS INC.
TORONTO, July 23, 2015 /CNW/ - Oriana Resources
Corporation ("Oriana") (NEX: OUP.H) today announced that it
has entered into a letter of intent dated July 22, 2015 (the "LOI") for a business
combination with Graphene Lighting PLC, a corporation existing
under the laws of England and
Wales, that will result in a
reverse take-over of Oriana on the TSX Venture Exchange (the
"TSXV"). The transaction will constitute Oriana's qualifying
transaction under the policies of the TSXV (the "Qualifying
Transaction").
The Board of Directors of Graphene Lighting PLC is pleased to
announce the appointment of Professor Colin
Bailey as the company's inaugural Chairman. Professor Bailey
is a Non-Executive Director and Trustee of various companies and
charities and is also Deputy President and Deputy Vice Chancellor
of the University of Manchester.
The University of Manchester is
the home of The National Graphene Institute, a £61 million research
facility established with funding from the British Government
(through the Engineering and Physical Sciences Research Council)
and the European Regional Development Fund ("ERDF") to facilitate
the development of graphene – the world's first two dimensional
material. The discoverers of graphene, Professors Geim and
Novoselov, Nobel Laureates 2010, both continue their development
work at the National Graphene Institute at the University of
Manchester.
Graphene Lighting PLC seeks to become a global leader and
supplier of graphene enabled light bulbs and lighting systems
utilizing graphene technology and knowledge originally developed at
the University of Manchester.
Professor Colin Bailey said, "We
are delighted with the rapid progress we've made on all fronts as
we look to commercialize our technology. We are particularly
delighted to have recently appointed Bill
Neill as CEO," he added. "His expertise and management
experience, particularly within public companies, are ideally
suited for the company as we launch Graphene Lighting."
Qualifying Transaction
Pursuant to the terms of the LOI, completion of the Qualifying
Transaction will be subject to a number of conditions, including
completion of the Financing (as defined and described below),
completion or waiver of sponsorship, receipt of all required
regulatory approvals, including the approval of the TSXV of the
Qualifying Transaction, completion of all due diligence reviews,
satisfaction of the minimum listing requirements of the TSXV and
all requirements under the TSXV rules relating to completion of a
Qualifying Transaction, and execution of a definitive
agreement.
The proposed Qualifying Transaction is not a "Non-Arm's Length
Qualifying Transaction" within the meaning of Policy 2.4 of the
TSXV and, as such, shareholder approval is not required, unless
otherwise required by the TSXV.
Sponsorship of a qualifying transaction of a capital pool
company is required by the TSXV, unless exempt in accordance with
TSXV policies. Oriana intends to apply for an exemption from
sponsorship requirements; however, there is no assurance that
Oriana will obtain this exemption.
A filing statement in respect of the proposed Qualifying
Transaction will be prepared and filed in accordance with Policy
2.4 of the TSXV on SEDAR at www.sedar.com no less than seven
business days prior to the closing of the proposed Qualifying
Transaction. A press release will be issued once the filing
statement has been filed, as required pursuant to TSXV policies or
any other material changes occur.
Oriana and Graphene Lighting PLC will complete the Qualifying
Transaction by way of a share exchange, amalgamation, arrangement,
share purchase, or other form of transaction which would result in
Graphene Lighting PLC becoming a wholly-owned subsidiary of Oriana
or otherwise combine its corporate existence with a wholly-owned
subsidiary of Oriana. Once the structure is determined, the letter
of intent will be superseded by a definitive agreement between
Oriana and Graphene Lighting PLC, and the parties will announce the
signing of such definitive agreement and its general terms by press
release. Following completion of the Qualifying Transaction, the
combined company ("Graphene Lighting Inc.") will hold all of
Graphene Lighting PLC's assets and conduct the business of Graphene
Lighting PLC.
Pursuant to the Qualifying Transaction approximately 6 shares of
Oriana will be exchanged for each one common share of Graphene
Lighting Inc. and one share of Graphene Lighting PLC will be
exchanged for one common share of Graphene Lighting Inc.
As a result of the Qualifying Transaction, not including the
Financing (as defined below), Graphene Lighting Inc. expects to
have approximately 33,425,144 issued and outstanding common shares
on an undiluted basis. Approximately 1,716,667 of those shares will
be held by shareholders of Oriana and 30,935,100 will be held by
former shareholders of Graphene Lighting PLC.
Financing
In conjunction with the Qualifying Transaction, Graphene
Lighting PLC expects to complete a brokered private placement (the
"Financing") led by Industrial Alliance Securities Inc. and
including First Republic Capital Corporation to raise gross
proceeds of approximately $5,000,000
through the issuance of subscription receipts ("Subscription
Receipts"). The Subscription Receipts will be offered at a price to
be determined in the context of the market (the "Issue Price"),
subject to the rules of, and approval by, the TSXV. Upon
satisfaction of the escrow release conditions, including all
conditions precedent to the Qualifying Transaction being satisfied,
each Subscription Receipt will automatically convert without any
further action on the part of the holder into one unit of Graphene
Lighting PLC (a "Unit") immediately prior to completion of the
Qualifying Transaction. Should the escrow release conditions not be
satisfied on or before a certain date which is currently
contemplated to be November 30, 2015,
the Subscription Receipts will be cancelled and all proceeds from
the sale of Subscription Receipts will be returned to the
subscribers.
Each Unit will be comprised of one Graphene Lighting PLC share
and one half of one warrant, with each whole warrant entitling the
holder to acquire one Graphene Lighting PLC share, at a 25% premium
to the Issue Price for a period of 24 months after issuance.
Pursuant to the Qualifying Transaction, each Unit will be exchanged
for one common share and one half of one warrant of Graphene
Lighting Inc. on a post-consolidation basis.
Net proceeds of the Financing will be used by Graphene Lighting
PLC to execute Graphene Lighting PLC's product development, sales
and marketing strategy.
To date Graphene Lighting PLC has raised US$3.5 million in equity financing and has
sufficient funding on hand to meet its current product development
costs.
Option to Purchase Lumeneering Innovations Inc.
Graphene Lighting PLC also announced that it has a right of
first refusal open until December 31,
2015 to purchase all of the issued and outstanding common
shares of Lumeneering Innovations Inc. ("Lumeneering"), an
Ontario, Canada based LED Lighting
company specializing in upgrading existing lighting systems with
new high-efficiency LED lighting solutions.
Lumeneering works with public utilities to promote the adoption
of LED lighting as the twenty first century energy efficient and
workplace improvement lighting solution. The company covers
Canada and the United states
through a network of agents.
William J. Neill Appointed Chief Executive Officer
Graphene Lighting PLC is pleased to announce that Bill Neill has been appointed its CEO effective
July 13th 2015.
Bill Neill had a distinguished
career in the Canadian newspaper industry culminating in his
appointment as Publisher of The Financial Post. Subsequently he
spent 10 years as CEO of MTI Global, a publicly traded material
science corporation operating largely in the aerospace industry.
Bill's experience encompasses material science development, global
manufacturing and logistics, media, marketing and sales
management. Bill earned an MBA at Queens
University in Kingston, Ontario.
About Graphene Lighting PLC
What is Graphene
Graphene is a material that was isolated in 2004 at the
University of Manchester by
Professors Andre Geim (Nobel
Laureate 2010) and Professor Konstantin
Novoselov (Nobel Laureate 2010). It is the world's
first two-dimensional material. Manufactured in sheets one
atom thick, it has super-conductivity and heat dissipation
qualities. As a result, it can reduce energy consumption and
is expected to extend the lifecycle of LED lighting systems.
Prototype Graphene enabled light bulbs have been produced by the
company's Taiwan contract
manufacturer and have recently been accredited CE and ETL
certification for sale in Europe
and North America.
Professor Geim is a Director of Graphene Lighting PLC, providing
technical advice on the development of the company's new range of
products and systems.
Graphene Lighting PLC:
Graphene Lighting PLC is a technology transfer company incubated
by BGT Materials, which has a strategic relationship with the
University of Manchester. Graphene Lighting PLC was
registered in England and
Wales in 2014. The company is the
first company to be spun-out of BGT Materials – the University of
Manchester's first strategic
industrial partner to the National Graphene Institute.
The founders of BGT Materials were Dr. Chung Ping Lai, PhD (Director) and Ching-Yu Lu. Both founders have significant
experience in the consumer electronics industry.
Graphene Lighting PLC has contracted ASE Global
(www.aseglobal.com) for large scale production of graphene enabled
light bulbs. The manufacturing expertise of ASE will provide
a competitive advantage as the company seeks to become a global
leader in the LED lighting industry by developing the most energy
efficient lighting products available.
Graphene Lighting Board of Directors:
- Chair, Professor Colin Bailey,
Deputy President and Deputy Vice Chancellor, University of
Manchester and Chairman of BGT
Materials
- Chung Ping Lai PhD. CTO of Graphene Lighting PLC, CEO and
Director of BGT Materials
- Professor Andre Geim, Nobel
Laureate Physics 2010, Advisory Board – BGT Materials
- Ching-Yu Lu, VP Finance of
Graphene Lighting and Director of BGT Materials
- Philip Armstrong, founder and
former CEO of Jovian Capital Corporation
- John A. McMahon Managing Director, Investment Banking,
Industrial Alliance Securities Inc.
Further Information
Oriana has requested its shares remain halted until the
Qualifying Transaction is completed.
A comprehensive press release with further particulars relating
to the Qualifying Transaction will follow in accordance with the
policies of the TSXV.
All information contained in this press release with respect to
Oriana and Graphene Lighting PLC was supplied by the parties
respectively, for inclusion herein, and each party and its
directors and officers have relied on the other party for any
information concerning the other party.
Completion of the Qualifying Transaction is subject to a
number of conditions including, but not limited to, completion of
satisfactory due diligence, completion of the Financing, execution
of a definitive agreement in respect of the Qualifying Transaction,
TSXV acceptance and if applicable pursuant to TSXV Requirements,
majority of the minority shareholder approval. Where applicable,
the Qualifying Transaction cannot close until the required
shareholder approval is obtained. There can be no assurance that
the Qualifying Transaction will be completed as proposed, or at
all.
Investors are cautioned that, except as disclosed in the
management information circular or filing statement to be prepared
in connection with the Qualifying Transaction, any information
released or received with respect to the Qualifying 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.
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange ) has in any way passed upon the merits of the
proposed Qualifying Transaction and has neither approved nor
disapproved of the contents of this release.
This press release does not constitute and the subject matter
hereof is not, an offer for sale or a solicitation of an offer to
buy, in the United States or to
any "U.S Person" (as such term is defined in Regulation S under the
U.S. Securities Act of 1933, as amended (the "1933 Act")) of any
equity or other securities of Oriana or Graphene Lighting PLC. The
securities of Graphene Lighting PLC to be issued in connection with
the Financing have not been registered under the 1933 Act and may
not be offered or sold in the United
States (or to a U.S. Person) absent registration under the
1933 Act or an applicable exemption from the registration
requirements of the 1933 Act.
Forward-Looking Statements
This release includes forward-looking statements regarding
Oriana, Graphene Lighting PLC and their respective
businesses. Such statements are based on the current
expectations of the management of each entity. The forward-looking
events and circumstances discussed in this release, including
completion of the Qualifying Transaction and the Financing and the
potential acquisition of Lumeneering, may not occur and could
differ materially as a result of known and unknown risk factors and
uncertainties affecting the companies, including risks affecting
the companies, economic factors and the equity markets
generally. No forward-looking statement can be guaranteed.
Except as required by applicable securities laws, forward-looking
statements speak only as of the date on which they are made and
Oriana and Graphene Lighting PLC undertake no obligation to
publicly update or revise any forward-looking statement, whether as
a result of new information, future events, or otherwise.
SOURCE Oriana Resources Corporation