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
