TORONTO, ONTARIO--(Marketwired - April 10, 2015) - Brilliant Resources Inc. (News - Market indicators) (the "Company" or "Brilliant") is pleased to announce that it plans to pay a return of capital to its shareholders of $0.145 per share (the "Return of Capital") and that it will be pursuing a change of business to a Tier 1 investment company (the "Proposed COB") under the rules of the TSX Venture Exchange (the "TSXV"). A special meeting of shareholders (the "Special Meeting") is expected to be called prior to June 15, 2015 to approve the Return of Capital, the Proposed COB and a change of the name of the Company. The Company also announces changes to its Board and management, which changes are subject to TSXV approval.
Background
In October 2013, the Board of the Company was reconstituted with the goal of reviewing strategic alternatives to enhance shareholder value. This process led to the Company cutting operating expenses and a subsidiary of the Company reaching an agreement with the Government of the Republic of Equatorial Guinea (the "Government") pursuant to which such subsidiary agreed to relinquish all its rights and interests under its Exploration Services Agreement with the Government in return for a payment of US$31.5 million. On a consolidated basis, the Company now has working capital of approximately $46.4 million.
After a thorough review of the Company's resources and strategic options, and given the expertise and skill sets of the Company's directors, the Board has determined that the optimal allocation of the Company's working capital would be within the framework of an investment company. However, in light of the significant cash position of the Company, and after consulting its stakeholders, the Board believes that it is appropriate to also return $0.145 per share (or approximately $21.13 million in the aggregate) of capital to the shareholders.
Return of Capital
The Return of Capital will be distributed on a tax efficient basis. Following the Return of Capital, the Company is expected to have working capital sufficient to meet its strategic objectives.
Board and Management Changes
In light of the new strategic direction of the Company, Ms. Wolfe and Mr. Allan Bezanson have been appointed as the Executive Chair and Interim Chief Executive Officer of the Company, respectively. Consistent with these duties, Ms Wolfe and Mr. Allan Bezanson have been appointed to the newly created investment committee of the Board (the "Investment Committee") conditional on shareholder and regulatory approval of the Proposed COB. Mr. Williamson has agreed to resign his CEO title and will continue to serve the Company as a member of the Board.
Mr. Peter McRae has joined the Board and will serve as the Chair of the Audit Committee. Mr. McRae is a Chartered Accountant, and a graduate of the Director's Education Program of the Institute of Corporate Directors with an ICD.D designation. He is the President and CEO of Freedom International Brokerage Company, Canada's largest Inter-Dealer Broker. Mr McRae's earlier career involved four years in Abu Dhabi as a Financial Administrator for an engineering firm before joining the investment dealer Wood Gundy, first in the Treasurer's office in Toronto, and subsequently as a bond trader in New York. Mr. McRae is the Chair of Ryan Gold Corp. and is also a director of Corona Gold Corp.
Summary of the Proposed COB
Upon completion of the Proposed COB, the Company's primary focus will be to seek superior returns by making investments in equity, debt or other securities of publicly traded or private companies or other entities, providing financing in exchange for pre-determined royalties or distributions and the acquisition of all or part of one or more businesses, portfolios or other assets.
In connection with the Proposed COB, the Company intends to adopt an investment policy (the "Investment Policy") to govern its investment activities and investment strategy. A copy of the Investment Policy will be posted on the Company's profile at www.sedar.com. A description of the Investment Policy follows.
Name Change
The Company currently proposes to change its name to "FCF Capital Inc." following the Proposed COB.
Shareholders' Meeting
When the Special Meeting is called, the Company will issue a notice and information circular, which will be mailed to shareholders and posted on the Company's SEDAR profile at www.sedar.com. A majority of shareholders present at the Special Meeting must approve the Proposed COB for it to proceed. Shareholder approval of 66 2/3% of the shares voting in person or by proxy at the Special Meeting will be required to approve the Return of Capital and the change of the Company's name. In addition, the completion of the Return of Capital will be contingent on the Company obtaining shareholder approval for the Proposed COB.
Other Information
Completion of the Proposed COB is subject to a number of conditions, including TSXV acceptance and shareholder approval. There can be no assurance that the Proposed COB will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the circular to be prepared in connection with the Proposed COB, any information released or received with respect to the Proposed COB may not be accurate or complete and should not be relied upon. Trading in the securities of the Company should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the Proposed COB and has neither approved nor disapproved the contents of this press release.
For further information about Brilliant Resources Inc. or this news release, please visit our website www.brilliantresources.com.
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 RELEASE.
Caution concerning forward-looking information
This press release contains "forward-looking information" and "forward-looking statements" within the meaning of applicable securities laws, including statements regarding the future strategy of the Company and the possible approvals of matters to be put forth for approval at the Special Meeting. This information and statements address future activities, events, plans, developments and projections. All statements, other than statements of historical fact, constitute forward-looking statements or forward-looking information. Such forward-looking information and statements are frequently identified by words such as "may", "will", "should", "anticipate", "plan", "expect", "believe", "estimate", "intend" and similar terminology, and reflect assumptions, estimates, opinions and analysis made by management in light of its experience, current conditions, expectations of future developments and other factors which it believes to be reasonable and relevant. Forward-looking information and statements involve known and unknown risks and uncertainties that may cause actual results, performance and achievements to differ materially from those expressed or implied by the forward-looking information and statements and, accordingly, undue reliance should not be placed thereon. Risks and uncertainties that may cause actual results to vary include, but are not limited to, failure by the Company to obtain shareholder approval of the matters to be voted on at the Special Meeting; failure to obtain regulatory approval of the Proposed COB; as well as other risks and uncertainties which are more fully described in our annual and quarterly Management's Discussion and Analysis and in other filings made by us with Canadian securities regulatory authorities and available at www.sedar.com. Brilliant disclaims any obligation to update or revise any forward-looking information or statements except as may be required by applicable law.