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