09:34:22 EDT Sat 27 Apr 2024
Enter Symbol
or Name
USA
CA



Coastal Gold Corp
Symbol COD
Shares Issued 169,227,479
Close 2015-05-01 C$ 0.03
Market Cap C$ 5,076,824
Recent Sedar Documents

Coastal bidder First Mining raises offer to 0.15 share

2015-05-04 14:27 ET - News Release

Dr. Bill Pearson reports

REVISED UNSOLICITED OFFER TO ACQUIRE COASTAL GOLD

Coastal Gold Corp. has received a revised unsolicited offer from First Mining Finance Corp. (FMF) to acquire all of the outstanding common shares of Coastal Gold for 0.15 common share in the capital of FMF for each Coastal Gold common share, by way of a plan of arrangement under the Business Corporations Act (Ontario).

The board of directors of Coastal Gold, together with its financial advisers and legal counsel, is reviewing the FMF offer in order to determine whether the FMF offer constitutes a superior proposal as defined in the arrangement agreement dated March 1, 2015, which was entered into between the corporation and Sulliden Mining Capital Inc., and has provided notice of such review to Sulliden.

At this time, the board has not changed its recommendation with respect to the pending transaction with Sulliden. Coastal Gold's special committee of the board, together with its financial advisers and legal counsel, will review the FMF offer and make a recommendation to the board regarding such offer. Upon receipt of the recommendation of the special committee, the board will make a determination on whether to recommend the FMF offer or to maintain its recommendation regarding the pending transaction with Sulliden. The FMF offer requires that the board make its determination by 5 p.m. (Toronto time) on Saturday, May 9, 2015, to enable Sulliden to match the FMF offer by no later than May 13, 2015. Immediately following determination by the board, Coastal Gold will advise Sulliden and FMF of such decision. The board will also make a determination in due course on whether to postpone the special meeting of shareholders scheduled for May 6, 2015, at 10 a.m.

Under the terms of the arrangement agreement, in the event the board determines that the FMF offer is a superior proposal, and makes a determination to accept, approve, recommend or enter into an agreement in respect of the FMF offer, Coastal Gold will immediately provide notice to Sulliden, upon receipt of which Sulliden shall have a period of four business days during which it can offer to amend the terms of the arrangement agreement. Sulliden is under no obligation to make such an offer, but in the event Sulliden offers to amend the arrangement agreement such that the board determines that the FMF offer would cease to be a superior proposal, Coastal Gold will enter into an amendment to the arrangement agreement and implement the amended agreement.

Subject to the determination of the board described above, if, within the response period, Sulliden does not offer to amend the arrangement agreement, or if the proposed FMF offer continues to be a superior proposal following a proposed amendment to the arrangement agreement, Coastal Gold intends to accept the FMF offer, terminate the arrangement agreement and pay to Sulliden the agreed termination fee of $250,000, all in accordance with the terms of the arrangement agreement.

The board cautions that there can be no assurance that the FMF offer will lead to the termination of the arrangement agreement and the execution of an arrangement agreement with FMF, or that the proposed transaction contemplated by the FMF offer will be approved by shareholders of Coastal Gold or consummated.

Qualified person

Dr. Bill Pearson, PGeo, president and chief executive officer of Coastal Gold, a qualified person as defined by National Instrument 43-101 -- Standards of Disclosure for Mineral Projects, has reviewed and approved the scientific and technical content of this news release.

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