VANCOUVER,
Jan. 16, 2014 /CNW/ -
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
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