Chalice Gold Mines and Coventry Resources Agree to Revised Deal Structure
01 November 2013 - 11:25PM
Marketwired Canada
Coventry Resources Inc. (ASX:CYY)(TSX VENTURE:CYY) ("Coventry") and Chalice Gold
Mines Limited (TSX:CXN)(ASX:CHN) ("Chalice") advise that Chalice has completed
due diligence to its satisfaction, and that the parties have agreed to amend the
structure and terms of the proposed merger as announced on 30 September 2013.
Under the revised deal structure (the "Transaction"), which will proceed by a
plan of arrangement under the British Columbia Business Corporations Act,
Chalice will now issue 46 million shares to acquire a 100% interest in
Coventry's subsidiary companies ("Coventry Subsidiaries") holding the Cameron
Gold Project, the West Cedartree assets, the Rainy River Project and the Ardeen
Gold Project ("the Transaction"), with the Chalice shares being distributed
directly to Coventry shareholders on a pro rata basis.
The conditions precedent to completing the Transaction include the following:
-- The receipt of all necessary regulatory and other approvals, including
those of the Toronto Stock Exchange, the TSX Venture Exchange and the
Australian Securities Exchange and as may be required under appropriate
mining legislation relevant to the projects of the Coventry
Subsidiaries;
-- Shareholders of Coventry approving the Transaction by the affirmative
vote of the holders of at least two thirds of eligible security holders
present and voting in person or by proxy at a meeting of such security
holders;
-- Shareholder approval of Chalice, if necessary;
-- The unanimous recommendation (of the Transaction) of the Coventry Board,
in the shareholder meeting documents and at the appropriate
shareholders' meeting of Coventry (subject to any fiduciary duty carve-
outs);
-- Court approval of the Transaction as required under the British Columbia
Business Corporations Act;
-- Intercompany loan balances between the Coventry Subsidiaries and other
entities within the Coventry group being settled or forgiven in the most
tax effective manner;
-- Other customary conditions precedent, including the absence of a
material adverse change in the business affairs and financial conditions
of the Coventry Subsidiaries; and
-- The absence of a material adverse change in the business affairs,
financial conditions and the like of Chalice and no prescribed
occurrence in relation to Chalice having taken place.
If the conditions relating to regulatory and shareholder approvals are not
obtained within 90 days of the date hereof then either Coventry or Chalice shall
be at liberty to terminate the Arrangement Agreement ("AA") by notice in writing
to the other party.
The proposed Transaction has the unanimous support of the Board of Directors of
both Coventry and Chalice. The Board of Directors of Coventry has advised
Chalice that, in the absence of an unfavourable fairness opinion or a superior
offer, it will unanimously recommend that its shareholders vote in favour of the
proposed Transaction.
A formal AA will be signed in the immediate future. The AA will contain
customary non-solicitation and right to match provisions. For further details on
the Transaction please refer to the final Term Sheet
(http://media3.marketwire.com/docs/908468.pdf).
This modified Transaction is a consequence of the previously disclosed
contingent liability associated with a 2007 drilling contract in Paraguay, the
subject of planned arbitration proceedings, remaining unresolved. Coventry's
legal advice is there is little merit to the claim and Coventry believes that it
is in the best interest of Shareholders to proceed with this arrangement and not
deny shareholders the benefits of the planned Transaction with Chalice. Coventry
will continue to defend the claim, has adequate resources to do so and will
continue to deal with the remaining assets of the Company in the best interests
of Shareholders.
Following Completion of the Transaction Coventry will continue as a listed
entity. In addition to receiving Chalice Shares, on Completion of the
Transaction current Coventry Equity holders will retain identical equity
interests in Coventry.
Neither the 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.
Forward Looking Statements
This news release may contain "forward-looking statements" and/or
"forward-looking information" within the meaning of applicable securities
regulations in Canada and the United States (collectively, forward-looking
information"). Any forward-looking information contained in this news release is
made as of the date of this news release. Except as required under applicable
securities legislation, Coventry Resources Inc. ("Coventry") does not intend,
and does not assume any obligation, to update this forward-looking information.
Forward-looking information includes, but is not limited to, statements with
respect to completion of a Feasibility Study, completion of new resource
estimates, construction or operation of a mine, mineral resource estimates,
drill plans, planned work programs, future upgrading of mineral resources and
expected outcomes. Often, but not always, forward-looking information can be
identified by the use of words such as "plans", "expects, "is expected",
"budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or
"believes", or the negatives thereof 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.
Any forward-looking information contained in this news release is based on
certain assumptions that Coventry believes are reasonable, including, with
respect to any mineral resource estimates, the key assumptions and parameters on
which such estimates are based, that the current price of and demand for gold
will be sustained or will improve, that general business and economic conditions
will not change in a material adverse manner, that financing will be available
if and when needed on reasonable terms, that supplies, equipment, personnel,
permits and local community approval required to conduct Coventry's planned
exploration and development activities will be available on reasonable terms and
that Coventry will not experience any material accident, labour dispute, or
failure of equipment.
However, forward-looking information involves known and unknown risks,
uncertainties and other factors which may cause the actual results, performance
or achievements of Coventry to be materially different from any future results,
performance or achievements expressed or implied by the forward-looking
information. Such factors include, among others, risks and uncertainties
relating to the actual results of exploration activities being different than
anticipated, cost of labour increasing more than expected, cost of equipment or
materials increasing more than expected, fluctuations in the price of gold and
other commodities, currency fluctuations, mineral resources not being as
estimated, unexpected variations in mineral resources, grade or recovery rates,
risk of accidents, labour disputes and other risks generally associated with
mineral exploration and unanticipated delays in obtaining or failing to obtain
governmental or community approvals or financing. Although Coventry has
attempted to identify important factors that could cause actual actions, events
or results to differ materially from those described in forward-looking
information, there may be other factors that cause actions, events or results to
not be as anticipated, estimated or intended. There can be no assurance that
forward-looking information will prove to be accurate, as actual results and
future events could differ materially from those anticipated in such statements.
Readers are cautioned not to place undue reliance on forward-looking information
due to the inherent uncertainty thereof.
FOR FURTHER INFORMATION PLEASE CONTACT:
Coventry Resources Inc.
Steven Chadwick
Interim President and CEO
+61 8 9324 1266
schadwick@coventryres.com
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