17:26:57 EDT Wed 01 May 2024
Enter Symbol
or Name
USA
CA



Coastal Gold Corp
Symbol COD
Shares Issued 169,227,479
Close 2015-04-27 C$ 0.02
Market Cap C$ 3,384,550
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Coastal Gold receives takeover offer from First Mining

2015-04-27 23:39 ET - News Release

Also News Release (C-FF) First Mining Finance Corp

Dr. Bill Pearson of Coastal Gold reports

UNSOLICITED OFFER TO ACQUIRE COASTAL GOLD

Coastal Gold Corp. has received an unsolicited offer from First Mining Finance Corp. to acquire all of the outstanding common shares of Coastal Gold for 0.122 common share in the capital of First Mining 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 is, together with its financial advisers and legal counsel, reviewing the First Mining offer to determine whether the First Mining 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 and has constituted a special committee of the board composed of Adrian Bray (chairman), Brian Penney and David Gower to review the First Mining offer and to 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 First Mining offer or to maintain its recommendation regarding the pending transaction with Sulliden. The First Mining offer requires that the board make its determination by 5 p.m. (Toronto time) on April 28, 2015, to enable Sulliden to match the First Mining offer by no later than May 5, 2015. Immediately following determination by the board, Coastal Gold will advise Sulliden of such decision.

Under the terms of the arrangement agreement, in the event the board determines that the First Mining offer is a superior proposal and makes a determination to accept, approve, recommend or enter into an agreement in respect of the First Mining 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 First Mining 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 herein, if, within the response period, Sulliden does not offer to amend the arrangement agreement, or if the proposed First Mining offer continues to be a superior proposal following a proposed amendment to the arrangement agreement, Coastal Gold intends to accept the First Mining 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 First Mining offer will lead to the termination of the arrangement agreement and the execution of an arrangement agreement with First Mining, or that the proposed transaction contemplated by the First Mining 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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