Friday, August 31, 2018

Forward Looking

Forward Looking Statements

The vote is in and PGD shareholders have voted overwhelmingly in favor of the 'arrangement'.
Is the deal done? Does De Beers own Peregrine Diamonds and via that, own Chidliak?

Not yet? Maybe? . The courts still need to approve it on Sept 10th and the estimated closing time is Sept 12th.

What about before that? What other outcomes are there?

The answer these questions, one must and should carefully and in fine detail, parse through the forward looking statements that came associated with the August 31st voting news release from Peregrine Diamonds.

Here are the forward looking statements (broken up in pseudo parts):

This news release includes forward-looking statements and information (collectively, the “forward-looking statements”) including, but not limited to:

forward-looking statements pertaining to the purchase by De Beers of all the issued and outstanding common shares of Peregrine;

the anticipated timing for closing of the transaction;

the satisfaction of closing conditions including, without limitation
     (i) certain regulatory approvals;
     (ii) necessary court approval of the Arrangement,
     (iii) certain termination rights available to the parties under the arrangement agreement between them in respect of the Arrangement; and
     (iv) other closing conditions, including, without limitation,
                  the operation and performance of the Peregrine business in the ordinary course until closing of the transaction, and
                  compliance by Peregrine with various covenants contained in the arrangement agreement, all of which are subject to risks, uncertainties and assumptions.

As a consequence, actual results in the future may differ materially from any expectation, conclusion, forecast or projection in such forward‑looking statements. Therefore, forward‑looking statements should be considered carefully and undue reliance should not be placed on them.

All forward‑looking statements are made pursuant to the safe harbour provisions of applicable Canadian securities legislation.

Forward‑looking statements are subject to risks, uncertainties and assumptions including, but not limited to:
     failure to, in a timely manner, or at all, obtain the necessary regulatory and court approvals for the transaction or any transaction ancillary thereto;
     failure of the parties to otherwise satisfy the conditions to complete the transaction;
     significant transaction costs or unknown liabilities;
     the risk of litigation that would prevent or hinder the completion of the transaction;
     and other customary risks associated with transactions of this nature.

In addition, if the transaction is not completed, and Peregrine continues as an independent entity, there are risks that the dedication of substantial resources of Peregrine to the completion of the transaction could have an adverse impact on Peregrine’s business and strategic relationships, operating results and business generally. As a consequence, actual results in the future may differ materially from any forward-looking statement, forecast or projection, whether expressed or implied. Therefore, forward‑looking statements should be considered carefully and undue reliance should not be placed on them.

Forward‑looking statements in this news release reflect management’s expectations as of the date hereof and are subject to change thereafter.

The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Factors that could cause anticipated opportunities and actual results to differ materially include, but are not limited to, matters referred to above and those matters identified in the “Risks Factors” section and elsewhere in the Company’s most recent annual MD&A and the management proxy circular that were previously filed in respect of this transaction, which are available on the Company’s website at www.pdiam.com and on SEDAR at www.sedar.com.

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