05:20:43 EDT Sat 20 Apr 2024
Enter Symbol
or Name
USA
CA



Calico Resources Corp
Symbol CKB
Shares Issued 102,445,845
Close 2016-06-01 C$ 0.11
Market Cap C$ 11,269,043
Recent Sedar Documents

Calico files circular for acquisition by Paramount

2016-06-01 09:30 ET - News Release

Mr. Paul Parisotto reports

CALICO RESOURCES MAILS CIRCULAR SEEKING SHAREHOLDER APPROVAL OF BUSINESS COMBINATION

Calico Resources Corp. has filed a management information circular and related proxy materials in advance of the annual and special meeting of shareholders of Calico to be held on Wednesday, June 29, 2016, at 4 p.m. Vancouver time to seek approval of, among other things, the arrangement (as defined herein). The circular is now being mailed to shareholders of Calico to provide them with information about Paramount Gold Nevada Corp. and the proposed arrangement.

On March 14, 2016, Calico and Paramount entered into an arrangement agreement and announced a proposed business combination pursuant to which, among other things, Paramount will acquire all of the issued and outstanding common shares of Calico. The arrangement is expected to be completed by way of a statutory plan of arrangement under the Business Corporations Act (British Columbia).

Annual and special meeting

The special meeting of shareholder of Calico is scheduled to be held at 4 p.m. Vancouver time on Wednesday, June 29, 2016, at the offices of Bennett Jones LLP, Suite 2200, 1055 West Hastings St., Vancouver, B.C., Canada.

At the meeting, the shareholders of Calico will be asked, among other things, to consider and, if deemed advisable, pass a resolution approving the arrangement. To be effective, the arrangement resolution must be approved at the meeting by at least 66-2/3rds per cent of the votes cast on the arrangement resolution by the shareholders of Calico present in person or represented by proxy and entitled to vote at the meeting, and at least a majority of the votes cast on the arrangement resolution by the minority shareholders of Calico present in person or represented by proxy and entitled to vote at the meeting.

Your vote is important regardless of the number of shares you own. Shareholders of Calico are encouraged to read the circular and related proxy materials in detail. An electronic copy of the circular and related proxy materials is available on SEDAR under the issuer profile of Calico. It is anticipated that the transaction will close in early July, 2016.

Benefits of the arrangement

The board of directors of Calico believes that the proposed transaction will unlock the considerable value in the company's Grassy Mountain project for the benefit of the shareholders of Calico. Paramount has a strong cash position of approximately $7.9-million (U.S.) (as at Dec. 31, 2015), along with experienced technical and operational leadership able to take the project forward to production and the financial resources needed to complete the permitting process and a feasibility study, which the Calico team has advanced to this point. In addition, the board of directors of Calico believes that Paramount's Sleeper gold project will represent an excellent economic opportunity in a better-metal-price environment. The shareholders of Calico are also expected to benefit from Paramount's listing on the New York Stock Exchange. In the company's view, the proposed combination is synergistic, as the combined company will have a stronger asset base than Calico or Paramount separately, offering shareholders a better opportunity for capital appreciation while also reducing administrative costs.

How to vote

Due to essence of time, shareholders of Calico are encouraged to vote today using the Internet, telephone or facsimile.

Registered shareholders of Calico may vote by proxy returned using any of the following methods:

  • Internet;
  • Telephone -- 1-866-732-8683;
  • Facsimile -- 1-866-249-7775;
  • Mail -- Computershare Trust Company of Canada at 100 University Ave., proxy department, eighth floor, Toronto, Ont., Canada, M5J 2Y1;
  • Attending the meeting in person.

Non-registered shareholders of Calico

Shareholders who hold shares of Calico through a bank or other intermediary will have different voting instructions and should carefully follow the voting instructions provided to them. In most cases, non-registered shareholders will receive a voting instruction form as part of the meeting materials. Non-registered shareholders are encouraged to complete, sign and return the voting instruction form in accordance with the instructions on the form.

We seek Safe Harbor.

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