VANCOUVER,
Dec. 16, 2013 /CNW/ -
Conditional Approval:
Further to Calico's December 3, 2013 news release in which Calico
announced that it was to sell its Grassy Mountain Project to
Rockstar Resources, Inc. by way of selling its wholly owned
Nevada subsidiary, Calico advises
that it has obtained Conditional Approval from the TSX Venture
Exchange to the proposed transaction. The closing of the
proposed sale to Rockstar cannot occur without Calico first
receiving final approval from the TSX Venture Exchange, which final
approval Calico expects to receive immediately following its
shareholder meeting.
Shareholder Meeting:
Calico has now set the date for the meeting of
the shareholders. The Annual General and Special Meeting will
be held on Wednesday February 19,
2014 in Vancouver, British
Columbia.
In addition to the customary things to be
considered at an annual general meeting of shareholders the
shareholders will be asked to approve two pieces of special
business:
(a) |
|
|
|
the potential sale of the Grassy Mountain Project by way of the
sale of Calico's wholly owned Nevada subsidiary, Calico Resources
USA Corp.; and |
|
|
|
|
|
(b) |
|
|
|
the exercise of special warrants held by Seabridge Gold Inc.
and the resulting change of control. |
Exercise of Special Warrants and Resulting
Change of Control:
Calico acquired the Grassy Mountain Project from
Seabridge Gold Inc. ("Seabridge Parent") and its wholly
owned USA subsidiary, Seabridge
Gold Corporation ("Seabridge USA") by way of a property option (the
"Option") which was exercised on February 5, 2013 pursuant to the terms of the
option agreement with Seabridge (the "Seabridge Option
Agreement"). Seabridge Parent presently holds 10,104,000
Calico shares representing 19.55% of the 51,695,369 issued and
outstanding shares in Calico and Seabridge Parent owns 2,896,000
special warrants in the capital of Calico. Each special
warrant is exercisable for no additional consideration to acquire a
further share of Calico. Upon Seabridge exercising all of its
special warrants, Seabridge will own 13,000,000 Calico shares
representing 23.81% of the then 54,591,369 issued and outstanding
shares in Calico (assuming no other share issuances by Calico).
All of the shares and special warrants presently
held by Seabridge were acquired by Seabridge under the Seabridge
Option Agreement.
The terms of the special warrants include a
restriction from Seabridge Parent exercising that number of special
warrants such that Seabridge would own more than 20% of the issued
shares in Calico unless the shareholders of Calico have first
approved the exercise of the special warrants and the resulting
change in control in Calico. Under the terms of the Seabridge
Option Agreement Calico is required to seek shareholder approval of
the exercise of special warrants by Seabridge Parent and the
resulting change in control.
Further, Seabridge has agreed with Calico to
sell its 10% net profits interest and a related put option (the
"10% NPI and NPI Put") to Rockstar, subject to Seabridge
converting its special warrants into shares of Calico. That
sale of the 10% NPI and NPI Put is a condition in the sale
agreement with Rockstar. Therefore, Calico will be
recommending to its shareholders to approve the exercise of special
warrants by Seabridge Parent and the resulting change in
control.
The terms of the proposed sale to Rockstar and
the exercise of special warrants by Seabridge and the resulting
change in control will be fully described in Calico's information
circular to be mailed to its shareholders for its upcoming
shareholder meeting.
Terms of the Proposed Sale to
Rockstar:
The terms of the proposed sale to Rockstar are
set out in the December 3, 2013
Calico news release, which has been SEDAR filed.
The Grassy Mountain Gold Project:
Permitting Status
Calico is proceeding with its environmental data
collection component of its permitting process. The Company
has completed key tasks related to surface and ground water
resources, wildlife, wetlands and vegetation and is in the process
of gathering other work plan-approved information in order to
prepare all necessary regulatory applications needed to build the
Grassy Mountain Gold Project. We have already begun to
prepare the operating plan, reclamation and closure plan, and
certain permit applications, all of which are required under
Oregon law to support the
project's consolidated permit application.
Calico is very excited about the permitting
progress and its strong working relationship with the State of Oregon, Malheur County, and involved federal
agencies. The DOGAMI Division 37 Chemical Process Mining
Consolidated Permitting Process is designed to streamline and/or
unify the complex environmental permitting process in which we
operate today within the mining industry. See the DOGAMI website,
in particular
(http://www.oregongeology.org/pubs/nr/press-release-2013-03-11.pdf)
DOGAMI press release March 11,
2013.
Location of Grassy Mountain Gold Project
The proposed Grassy Mountain Gold Project is
located in Malheur County, Oregon,
approximately 25 miles south-southwest of Vale, Oregon. The project area includes
patented and unpatented lode mining claims, as well as private land
currently under lease for mineral exploration and
development. The proposed underground mine, mill, and
ancillary facilities are all located on patented mining claims or
private fee land controlled by Calico. The areas are linked
by road on federal land managed by the United States Department of
the Interior Bureau of Land Management. Calico is proposing
to construct an underground mine and surface mill complex to
develop the Grassy Mountain gold resource.
Technical Report:
The most recently SEDAR filed Technical Report
is dated November 29, 2012 and was
filed in SEDAR.com on December 4,
2012. The authors of the Technical Report were
Jennifer J. Brown, P.G., SME-RM,
Deepak Malhotra, PhD, SME-RM and
Zachary Black, E.I.T., SME-RM, all
of the engineering firm Gustavson Associates, of Lakewood, Colorado, USA.
Qualified Person
Michael F.
McGinnis, Calico's Project Manager/Exploration, is a
Qualified Person as defined by National Instrument 43-101 is not
independent of Calico, as that term is defined in NI 43-101, and
has reviewed and approved the technical contents of this news
release.
On behalf of the Board,
Arden (Buck)
Morrow, President, CEO and Chairman
Cautionary Statement
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