Regulus Announces Closing of Spin-Out of Aldebaran Resources Inc.
NOT FOR DISSEMINATION IN THE UNITED STATES OR TO
UNITED STATES NEWSWIRE SERVICES.
Regulus Announces Closing of Spin-Out of Aldebaran Resources Inc.
VANCOUVER, CANADA (October 25, 2018) – Regulus Resources Inc. ("Regulus" or the "Company") (TSX-
V: REG) is pleased to announce that, further to its news releases of June 29, 2018, August 30, 2018, September 24,
2018, October 9, 2018 and October 22, 2018 , it has completed the spin-out of Aldebaran Resources Inc.
("Aldebaran"). In addition, Aldebaran has entered into the previously announced joint venture and option
agreement (the "JV Agreement") with Stillwater Canada LLC, an indirect subsidiary of Sibanye Gold Limited,
trading as Sibanye-Stillwater ("Sibanye-Stillwater"), to acquire up to an 80% interest in the Altar Copper-Gold
project in San Juan Province, Argentina ("Altar" or the "Altar Project").
John Black, CEO of Regulus and Aldebaran, commented as follows:
“We are extremely pleased to have completed this transaction, which will allow Regulus to focus on its AntaKori
project in Peru with no further funding obligations in Argentina, and provide Regulus shareholders with equity, at
no cost, in a new well-funded mineral exploration company that will focus on the Altar Project, which management
believes has considerable upside. I would also like to express our appreciation to the many people who assisted us
in this rather complicated process, including our legal counsel, Denton Canada LLP, our financial advisor Maxit
Capital LLP, and the other advisors noted below who participated in the process. I would also like to offer a special
note of gratitude to Route One Investment Company L.P. whose unwavering financial support made all of this
possible. We look forward to creating value for shareholders of both companies through the exploration and
development of these high-potential projects.”
The spin-out was completed by way of a statutory plan of arrangement under the Business Corporations Act
(Alberta) (the "Arrangement") wherein, Regulus transferred its Argentine subsidiaries to Aldebaran in exchange
for 30,331,534 common shares ("Aldebaran Shares") of Aldebaran, which have been distributed to Regulus
shareholders on the basis of one Aldebaran Share for each three Regulus common shares held as of the close of
business on September 28, 2018.
In addition, Aldebaran has completed the previously announced financing ("Financing") with certain investment
funds managed by Route One Investment Company L.P. (such funds, collectively, "Route One"), whereby Route
One subscribed in the aggregate for 31,250,000 Aldebaran Shares at a price of US$0.96 per share for total
proceeds of US$30 million.
Aldebaran has also issued an aggregate of 15,449,555 Aldebaran Shares to Sibanye-Stillwater, representing 19.9%
of the issued and outstanding Aldebaran Shares, and made an upfront cash payment of US$15 million to Sibanye-
Stillwater, all in accordance with the JV Agreement.
There are currently 77,635,959 Aldebaran shares issued and outstanding of which existing Regulus shareholders
(other than Route One) own approximately 29.8%, Route One owns approximately 49.5%, Sibanye-Stillwater owns
19.9% and other Aldebaran shareholders own approximately 0.8%. The Aldebaran Shares are expected to begin
trading on the TSX Venture Exchange under the symbol "ALDE" in approximately 5 business days.
Advisors
Maxit Capital LP acted as financial advisor to Regulus and Aldebaran, Dentons Canada LLP acted as legal counsel
to Regulus and Aldebaran, Richards Kibbe & Orbe LLP acted as U.S. legal counsel and Goodmans LLP as
Canadian legal counsel to Route One, Linklaters LLP acted as counsel and Stikeman Elliot LLP as Canadian legal
counsel to Sibanye-Stillwater and PI Financial Corp. provided the fairness opinion to the Special Committee of
Regulus.
For further information on Regulus Resources Inc. or Aldebaran Resources, please consult our website at
www.regulusresources.com or contact:
Regulus Resources Inc.
John E. Black, CEO / Director
Phone: +1 303 618-7797 mobile
+1 720 514-9036 office
Email: [email protected]
Qualified Person
The scientific and technical data contained in this news release has been reviewed and approved by Dr. Kevin B.
Heather, B.Sc. (Hons), M. Sc, Ph.D, FAusIMM, FSEG, Chief Geologic Officer of Regulus, who serves as the
qualified person (QP) under the definitions of National Instrument 43-101.
Reader Advisories
The securities have not been registered under the United States Securities Act of 1933, as amended, and may not
be offered or sold in the United States absent registration or an exemption from registration. This press release shall
not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any
state in which such offer, solicitation or sale would be unlawful.
About Regulus Resources Inc.
Regulus is an international mineral exploration company run by an experienced technical and management team,
with a portfolio of precious and base metal exploration properties located in North and South America. The principal
project held by Regulus is the AntaKori copper-gold-silver project in northern Peru. The AntaKori project currently
hosts an inferred resource of 294.8 million tonnes with a grade of 0.48% Cu, 0.36 g/t Au and 10.2 g/t Ag based
upon 17,950 m of drilling by previous operators (see Southern Legacy Minerals press release of July 3rd, 2012 -
Southern Legacy Minerals and Regulus merged in 2014 and kept the name Regulus Resources Inc.). Mineralization
remains open in most directions and a significant drilling campaign is currently underway to confirm and increase
the size of the resource.
About Aldebaran Resources Inc.
Aldebaran is a recently formed mineral exploration company that was spun out of Regulus Resources Inc. and has
the same core management team. Aldebaran acquired the Rio Grande copper-gold project located in Salta Province,
Argentina from Regulus along with several other earlier stage projects in Argentina. Aldebaran also has the right to
earn up to an 80% interest in the Altar copper-gold project in San Juan Province, Argentina from Sibanye-Stillwater.
Altar hosts a large porphyry copper-gold system with mineralization currently defined in three distinct zones.
Aldebaran’s primary focus will be on the Altar project with a view to discovering new zones with higher-grade
mineralization.
Forward-Looking Statements
This press release contains forward-looking statements and forward-looking information within the meaning of
applicable securities laws. The use of any of the words "expect", "anticipate", "continue", "estimate", "objective",
"ongoing", "may", "will", "project", "should", "believe", "plans", "intends" and similar expressions are intended to
identify forward-looking statements or information. In particular this press release contains forward -looking
statements and information relating Aldebaran's plans in respect of the Altar Project. Although Aldebaran believe
that the expectations and assumptions on which the forward-looking statements and information are based are
reasonable, undue reliance should not be placed on the forward-looking statements and information because
Aldebaran cannot give any assurance that they will prove to be correct. Since forward -looking statements and
information address future events and conditions, by their very nature they involve inherent risks and uncertainties.
The forward-looking statements and information contained in this press release are made as of the date hereof and
Regulus and Aldebaran undertake no obligation to update publicly or revise any forward-looking statement or
information, whether as a result of new information, future events or otherwise, unless so required by applicable
securities laws.
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.