Oriana Resources Corporation Announces Letter of Intent to Complete Qualifying Transaction with Graphene Lighting PLC and $5 Million Subscription Receipt Private Placement



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.


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

For further information: For further information regarding the Qualifying Transaction, please contact: Oriana Resources Corporation, Richard Buzbuzian, Chief Executive Officer, Telephone: 647-501-3290, Email: rbuzbuzian@asher-resources.com; Graphene Lighting PLC, Bill Neill, Chief Executive Officer, Telephone: 647.444.9700, Email: bneill@graphenelighting.co

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