E&R Holdings Ltd. Announces Filing of Early Warning Report in Respect of Viridium Pacific Group Ltd.

MAPLE RIDGE, BC, March 19, 2018 /CNW/ - E&R Holdings Ltd. ("E&R") announces that it has filed an early warning report ("Report") in respect of its ownership of common shares ("Common Shares") of Viridium Pacific Group Ltd. ("Viridium").  No securities of Viridium were acquired in connection with the filing of the Report.

As previously announced, on March 13, 2018, E&R requisitioned the directors of Viridium to call a special meeting of the shareholders of Viridium for the purposes of: (i) removing Steve Serenas as a director of the Corporation; (ii) fixing the number of directors of the Corporation at six (6) directors; and (iii) electing Sean MacNeil and Dan Echino as directors of Viridium (the "Meeting"). The Report was filed only to provide notice of the fact that, although E&R has not entered into any formal voting agreement with any person, Robert (Bob) Howard, Sean MacNeil, 0809823 BC Ltd., Viridium Blue Investments Ltd., Dan Echino, 1107569 BC Ltd. and Allan Echino (collectively with E&R, the "Concerned Shareholders"), may be considered joint actors with E&R as a result of having an agreement, commitment or understanding to exercise jointly voting rights in connection with the Common Shares which they hold in connection with the Meeting. 

The Concerned Shareholders hold the following Common Shares or securities convertible into Common Shares: (i) E&R Holdings Ltd. owns 3,879,975 Common Shares (8.42%); (ii) Robert (Bob) Howard owns 22,377 Common Share (0.05%) and, in addition, holds 149,625 restricted share units of the Corporation ("RSUs"); (iii) Viridium Blue Investments Ltd. owns 3,458,318 Common Shares (7.51%); (iv) Sean MacNeil holds 149,625 RSUs; (v) 0809823 BC Ltd. owns 115,701 Common Shares (0.25%) and holds 62,925 Common Share purchase warrants ("Warrants"); (vi) Dan Echino owns 104,417 Common Shares (0.22%); (vii) 1107569 BC Ltd. owns 4,176,708 Common Shares (9.07%); and (viii) Allan Echino own 2,100,534 Common Shares (4.56%) and, in addition, holds 83,333 Warrants and 200,000 RSUs.  E&R Holdings Ltd. is controlled by Robert (Bob) Howard and Viridium Blue Investments Ltd. and 0809823 BC Ltd. are controlled by Sean MacNeil.

The aggregate number of Common Shares held by the Concerned Shareholders is 13,858,030, or approximately, 30.01% of the issued and outstanding Common Shares.  If all Common Share purchase warrants and RSUs were exercised by the applicable Concerned Shareholders, the Concerned Shareholders would hold 14,503,538 Common Shares or approximately 31.48% of the issued and outstanding Common Shares.

The Concerned Shareholders may acquire or dispose of Common Shares, through the TSX Venture Exchange, or otherwise, as circumstances or market conditions may warrant, subject in all cases to applicable securities laws. In order to give effect to the Concerned Shareholders intention to reconstitute the board of directors of Viridium, the Concerned Shareholder may solicit proxies in respect of the Meeting and may take any and all such other steps that are advisable in order to give effect to this intention. 

The Report does not constitute a solicitation of proxies, and is being filed in accordance with legal requirements under applicable Canadian securities laws. A copy of the Report is filed under Viridium's corporate profile on SEDAR at www.sedar.com.

This news release contains "forward-looking information" within the meaning of applicable securities laws relating to, future plans and intentions of the Concerned Shareholders and associated matters. Although E&R believes that the expectations reflected in this forward-looking information are reasonable, undue reliance should not be placed on them because E&R can give no assurance that they will prove to be correct or enduring. Readers are cautioned to not place undue reliance on forward-looking information. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things that the plans of the Concerned Shareholders may change. The statements in this press release are made as of the date of this release.

SOURCE E & R Holdings Ltd.