VANCOUVER, BRITISH COLUMBIA--(Marketwired - April 22, 2014) -
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Citation Resources Inc. (the "Company" or "Citation") (TSX VENTURE:CTT) is pleased to announce that it has entered into a binding letter agreement (the "Letter Agreement") pursuant to which Inlet Resources Ltd. ("Inlet") (TSX VENTURE:INL) has agreed to acquire all of the issued and outstanding shares of Citation (the "Citation Shares") from the shareholders of Citation (the "Citation Shareholders") in exchange for common shares of Inlet (the "Inlet Shares") (the "Merger").
"I am delighted to announce a transaction which brings both financing and management to Citation. Inlet's proven management and technical capability in advancing exploration and development projects, combined with Citation's permitted, drill-ready Biricu Project creates a unique foundation to deliver value to shareholders of Citation" said Matthew Watson, Chairman and CEO of Citation. "Our exploration program at Biricu has demonstrated very attractive geological aspects of the Biricu concessions consistent with other discoveries in the Guerrero Gold Belt and Citation now has an accomplished partner with the resources necessary to immediately launch the initial drill program for the Biricu Property."
Key Merger Terms
Pursuant to the Merger, Citation Shareholders will receive half of an Inlet Share for each Citation Share held by them (the "Exchange Ratio") on the date the Merger is completed (the "Closing"). Based on the Inlet Share closing price prior to the halt of trading on April 21, 2014, the Exchange Ratio represents an implied value of $0.0675 per Citation Share and an implied premium of 25.3% to the 20-day closing average volume weighted Citation Share price prior to the halt of trading on April 21, 2014, of $0.0539.
Subject to certain adjustments, the parties have agreed that Inlet will have not less than $1,400,000 of net working capital on the Closing. In addition, the Letter Agreement contemplates that Inlet will complete an equity non-brokered private placement of units ("Units") at a price of $0.15 per Unit, concurrently with the Closing, to raise proceeds of up to $1,500,000 (the "Financing"). Each Unit will be comprised of one Inlet Share and one warrant exercisable to purchase an additional Inlet Share at a price of $0.25 for a period of one year. The net proceeds of the Financing will be used to fund the exploration and development of the Biricu Project.
The Letter Agreement contemplates that the Merger will be effected by a statutory plan of arrangement or such alternate structure as is agreed to by the parties. As a result, following the Closing, it is anticipated that Citation will become a wholly owned subsidiary of Inlet and Citation Shareholders will become shareholders of Inlet. Citation's existing directors shall be entitled to nominate two members of the board of directors of Inlet, which shall be comprised of five persons after giving effect to the Merger.
All unexercised Citation options that have not been exercised prior to the Closing will become exercisable for Inlet Shares at the Exchange Ratio.
The parties intend to enter into a definitive agreement prior to May 30, 2014 incorporating the terms of the Letter Agreement together with other terms customary for transactions of this nature (the "Definitive Agreement"). The parties' obligations to close the Merger will be subject to conditions precedent to be specified in the Definitive Agreement including, among other things, completion of satisfactory due diligence by each of the parties, the receipt of all necessary consents, approvals and other authorizations of any regulatory authorities, shareholders or third parties, including receipt by Inlet of an independent technical report on the Biricu Property satisfying the requirements of the TSX Venture Exchange, and, if necessary, receipt of a favourable fairness opinion in respect of the Merger acceptable to the board of directors of Citation.
The Letter Agreement includes customary deal-protection provisions in favour of Inlet, including a customary non-solicitation covenant from Citation until May 30, 2014 and a break fee of $150,000 if, following an unsolicited superior proposal, Citation wishes to terminate the Letter Agreement and pursue that proposal. However, if an unsolicited, superior proposal is to be pursued by Citation, Inlet has a customary five-day right to match such a proposal, provided such matching proposal is accompanied by a non-refundable payment of $100,000 to Citation.
Pursuant to the Letter Agreement, Citation has agreed to use reasonable efforts to cause the directors and officers of Citation to enter into lock-up agreements with Inlet, pursuant to which they will vote their Citation Shares in favour of the Merger. The lock-up agreements provide that the Citation directors and officers may under certain circumstances terminate the lock-up agreements upon accepting an unsolicited superior proposal.
About Inlet Resources Ltd.
Inlet Resources Ltd. is a publicly listed company that trades under the symbol "INL" on the TSX Venture Exchange as a junior resource company with a focus on acquiring mineral projects that will provide the opportunity to enhance shareholder value. The Company is incorporated in British Columbia, Canada and is a "reporting issuer" in British Columbia, Alberta and Ontario.
Inlet has an authorized share capital consisting of an unlimited number of common shares, of which 17,467,315 common shares are issued and outstanding. There are no outstanding options or warrants to acquire common shares of Inlet.
About Citation Resources
Citation Resources Inc. is a growth-oriented, Canadian mining company dedicated to the exploration and development of precious and base metal resources. Citation has 39,019,287 shares and 2,848,000 options outstanding. Citation is based in Vancouver, British Columbia and aims to create shareholder value through the acquisition, exploration, and development of profitable mineral properties, in a manner that is consistent with best practice in environmental stewardship, safety and stakeholder engagement. The Company has an option agreement with Esperanza Resources Corp. (a subsidiary of Alamos Gold Inc.) to acquire a 100% interest in the Biricu Project mineral exploration concession located in Guerrero State, Mexico. The Biricu Project comprises more than 41,000 hectares of highly prospectable ground and management believes that the Biricu Project is the direct on-strike extension of five skarn deposits in the Guerrero Gold Belt (El Limon-Los Guajes - Torex Gold Resources Inc.; Bermejal, Los Filos, and Nukay - Goldcorp Inc.; Ana Paula - Newstrike Capital Inc.).
Cautionary Statements Regarding Forward Looking Information
Certain statements in this news release contain forward-looking information. These statements include, but are not limited to, statements with respect to the Merger and the Financing, including the terms thereof and the planned closing time, and with respect to the Biricu Project. These statements address future events and conditions and, as such, involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of to be materially different from any future results, outcome, performance or achievements expressed or implied by the statements. Such factors include, among others, the overarching risk that the Merger will not close, the risk that the parties will not be able to reach a Definitive Agreement by May 30, 2014, the risk that the parties will not be able to obtain an independent technical report, risks related to the availability of financing and the future price of metals, the risk of a Competing Proposal and the timing and amount of expenses related to the Merger. With respect to the Biricu Project, risk factors include the price of metals, results of exploration activities, relations with locals, the availability of exploration equipment, and risks related to the exercise of the option agreement with Esperanza Resources Corp. There can be no assurances that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Accordingly, the reader should not place any undue reliance on forward-looking information or statements. The Company undertakes no obligation to update forward-looking information or statements, other than as required by applicable law. The Company makes no implication that the mineralization of the property comprising the Biricu Project will be similar to that of adjacent properties.
ON BEHALF OF THE BOARD OF DIRECTORS
CITATION RESOURCES INC.
Nigel Kirkwood, CFO
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.