Status Update on the Proposed Sale of Calico’s Wholly Owned Subsdidiary, Including its Grassy Mountain Gold Project
VANCOUVER, Jan. 16, 2014 /PRNewswire/ -
Status of Pending Shareholder Approval:
Calico is pleased to advise that its shareholder’s meeting to consider
and approve the previously announced sale of its subsidiary, Calico
Resources USA Corp., has been scheduled for February 19, 2014, to be
held in Vancouver, British Columbia and that the materials for the
shareholder meeting have been finalized.
Support Agreement With Seabridge Gold Inc.
Calico is pleased to announce that it has entered a written voting
support agreement from Seabridge Gold Inc., who is Calicos’ largest
shareholder and who holds 10,104,000 Calico shares (19.55% of the
outstanding Calico shares).
The voting support agreement provides that Seabridge will vote all
shares it owns in favour of the sale to Rockstar Resources, Inc.
(“Rockstar”), subject to Calico not receiving an unsolicited bona fide
proposal which, in the opinion of Seabridge, would provide greater
value to Seabridge than it would receive under the proposed sale to
Rockstar. The voting support agreement is one of the conditions of
Rockstar in the sale agreement with Rockstar. Calico is very pleased
to see another condition of the sale has been met.
Under the proposed sale to Rockstar, Seabridge would receive a total of
US$7,500,000 for the discharge of its 10% net profit interest and
related put option, with US$5,000,000 to be paid by Rockstar and
US$2,500,000 to be paid by Calico.
The discharge of Seabridge’s 10% net profits interest and related put
option is a condition of the sale to Rockstar.
Buck Morrow, the CEO and Chairman of Calico stated:
“I am very pleased to see the significant progress made by Calico
towards a completion of the proposed sale to Rockstar. I would like to
thank Seabridge for their cooperation by entering into the Support
Agreement. Calico’s management, and legal team has kept a rigorous
time schedule in preparing all documents and filings to move the sale
of Calico Resources USA Corp. forward and will met all its conditions
for the sale in a timely fashion. Calico’s shareholder meeting is
scheduled for February 19, 2014 and Calico expects final approval from
the TSX Venture Exchange within a day or two thereafter. Calico’s
intention is to be ready for a closing on Tuesday February 25, 2014.
Change of Directors
Calico is very pleased to announce that Alec Peck has been appointed a
director in the place of Nicholas Glass. Alec Peck has been Calico’s
Chief Financial Officer since December 8, 2010. Calico would like to
take the opportunity to thank Nicholas Glass for his valuable
contribution to Calico.
On behalf of the Board,
Arden (Buck) Morrow, President, CEO and Chairman
This document contains “forward-looking statements” within the meaning
of applicable Canadian securities regulations. All statements other
than statements of historical fact herein, including, without
limitation, statements regarding exploration plans and other future
plans and objectives, are forward-looking statements that involve
various risks and uncertainties. There can be no assurance that such
statements will prove to be accurate and future events and actual
results could differ materially from those anticipated in such
statements. Important factors that could cause actual results to
differ materially from our expectations are disclosed in the Company’s
documents filed from time to time via SEDAR with the Canadian
regulatory agencies to whose policies we are bound.
“Neither 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.”
SOURCE Calico Resources Corporation