Chalice Gold Mines and Coventry Resources Sign the Arrangement Agreement for the Acquisition of the Cameron Gold Project
November 15 2013 - 8:00AM
Marketwired Canada
NOT FOR DISSEMINATION IN THE UNITED STATES
Chalice Gold Mines Limited (TSX:CXN)(ASX:CHN) ("Chalice") and Coventry Resources
Inc. (ASX:CYY)(TSX VENTURE:CYY) ("Coventry") announce that Chalice and Coventry
have signed a definitive Arrangement Agreement ("AA") following the amended
binding Term Sheet executed on the 1 November 2013 where both parties agreed to
a revised deal structure (the "Transaction").
The "AA" was executed today by both parties following the receipt of a
favourable fairness opinion from Coventry's independent advisors Primary Capital
Inc. and the execution of voting support agreements with all the Board members
of Coventry, Macquarie (on behalf of Macquarie Bank Limited) and Sun Valley Gold
LLC (on behalf of Sun Valley Gold Master Fund Ltd) (in their capacity as
shareholders of Coventry) agreeing to vote in favour of the "Transaction"
pursuant to the AA (in the absence of a Superior Proposal).
The material terms of the Transaction are as previously disclosed in the
announcement of the amended Term Sheet executed on the 1 November 2013. The
Transaction remains subject to regulatory, court and Coventry shareholder
approvals. The date of the special meeting of Coventry shareholders to approve
the Transaction is currently planned for January 17, 2014 (the "Meeting").
For further details on the transaction please refer to the previous announcement
by Chalice and Coventry on the 1st November 2013; "Chalice Gold and Coventry
Agree to Revised Deal Structure" which can be found on the Company's website
here. A copy of the AA will be available shortly on the SEDAR website at
www.sedar.com.
BILL BENT, Managing Director
Chalice Gold Mines Limited
15 November 2013
STEVEN CHADWICK, President and Chief Executive Officer
Coventry Resources Inc.
15 November 2013
Forward-Looking Statements
This document may contain forward-looking information within the meaning of
Canadian securities legislation and forward-looking statements within the
meaning of the United States Private Securities Litigation Reform Act of 1995
(collectively, "forward-looking statements"). These forward-looking statements
are made as of the date of this document and Chalice Gold Mines Limited (the
Company) does not intend, and does not assume any obligation, to update these
forward-looking statements, except as required by law or regulation.
Forward-looking statements relate to future events or future performance and
reflect Company management's expectations or beliefs regarding future events and
include, but are not limited to, statements with respect to whether the
conditions to the Transaction will be met, the estimation of mineral reserves
and mineral resources, the realisation of mineral reserve estimates, the
likelihood of exploration success, the timing and amount of estimated future
production, costs of production, capital expenditures, success of mining
operations, environmental risks, unanticipated reclamation expenses, title
disputes or claims and limitations on insurance coverage.
In certain cases, forward-looking statements can be identified by the use of
words such as plans, expects or does not expect, is expected, budget, scheduled,
estimates, forecasts, intends, anticipates or does not anticipate, or believes,
or variations of such words and phrases or statements that certain actions,
events or results may, could, would, might or will be taken, occur or be
achieved or the negative of these terms or comparable terminology. By their very
nature forward-looking statements involve known and unknown risks, uncertainties
and other factors which may cause the actual results, performance or
achievements of the Company to be materially different from any future results,
performance or achievements expressed or implied by the forward-looking
statements. Such factors include, among others, conditions precedent to
completion of the Transaction being met; risks related to actual results of
current exploration activities; changes in project parameters as plans continue
to be refined; future prices of mineral resources; possible variations in ore
reserves, grade or recovery rates; accidents, labour disputes and other risks of
the mining industry, as well as those factors detailed from time to time in the
Company's interim and annual financial statements, all of which are filed and
available for review on SEDAR at sedar.com. Although the Company has attempted
to identify important factors that could cause actual actions, events or results
to differ materially from those described in forward-looking statements, there
may be other factors that cause actions, events or results not to be as
anticipated, estimated or intended. There can be no assurance that
forward-looking statements will prove to be accurate, as actual results and
future events could differ materially from those anticipated in such statements.
Accordingly, readers should not place undue reliance on forward-looking statements.
None of the securities anticipated to be issued pursuant to the Arrangement have
been or will be registered under the United States Securities Act of 1933, as
amended (the "U.S. Securities Act"), or any state securities laws, and any
securities issued in the Arrangement are anticipated to be issued in reliance
upon available exemptions from such registration requirements pursuant to
Section 3(a)(10) of the U.S. Securities Act and applicable exemptions under
state securities laws. This press release does not constitute an offer to sell
or the solicitation of an offer to buy any securities.
FOR FURTHER INFORMATION PLEASE CONTACT:
Chalice Gold Mines Limited
Bill Bent
Managing Director
Telephone (W): +61 9322 3960
Chalice Gold Mines Limited
Tim Goyder
Executive Chairman
Telephone (W): +61 9322 3960
Chalice Gold Mines Limited
Keith Smart
Business Development Manager
Telephone (W): +61 9322 3960
Coventry Resources
Steven Chadwick
President and CEO
Telephone (W): +61 8 9324 1266
Media inquiries
Read Corporate
Nicholas Read
+618 9388 1474
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