Calico Resources Corp.
TSX VENTURE : CKB

Calico Resources Corp.

July 05, 2016 18:54 ET

Calico Receives Final Court Approval of Business Combination With Paramount

VANCOUVER, CANADA--(Marketwired - July 5, 2016) - Calico Resources Corp. (TSX VENTURE:CKB) ("Calico" or the "Company") is pleased to announce that it has received final approval of the British Columbia Supreme Court for its proposed business combination with Paramount Gold Nevada Corp. ("Paramount"), to be completed by way of plan of arrangement (the "Arrangement"). Calico currently anticipates the closing of the Arrangement to occur on or about July 7, 2016, subject to the satisfaction or waiver of all conditions precedent.

Under the terms of the Arrangement, holders of Calico Shares will be entitled to receive 0.07 of a share of common stock of Paramount in exchange for each Calico Share held. Further details regarding the Arrangement are set out in the management information circular of Calico dated May 26, 2016, which is available on SEDAR under Calico's issuer profile at www.sedar.com.

About Calico Resources Corp.

Calico is a Canadian company engaged in the acquisition, exploration and development of mineral property interests. Calico is focused on advancing its 100%-owned Grassy Mountain Gold Project located in Malheur County, Oregon. For more information, please see the website of Calico at www.calicoresources.com.

Cautionary Note Regarding Forward Looking Information

This news release contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking statements") within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could", "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. In this news release, forward-looking statements relate, among other things, to: the timing and receipt of stock exchange and regulatory approvals for the Arrangement; the timing and ability of Paramount and Calico to satisfy the conditions precedent to completing the Arrangement; the closing of the Arrangement.

These forward-looking statements are based on reasonable assumptions and estimates of management of Calico at the time such statements were made. Actual future results may differ materially as forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Calico to materially differ from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors, among other things, include: satisfaction or waiver of all applicable conditions to closing of the Arrangement (including receipt of all necessary stock exchange and regulatory approvals or consents and the absence of material changes with respect to the parties and their respective businesses, all as more particularly set forth in the arrangement agreement dated March 14, 2016 between Paramount and Calico); fluctuations in spot and forward prices of gold, silver, base metals or certain other commodities; fluctuations in currency markets (such as the Canadian dollar to United States dollar exchange rate); change in national and local government, legislation, taxation, controls, regulations and political or economic developments; risks and hazards associated with the business of mineral exploration, development and mining (including environmental hazards, industrial accidents, unusual or unexpected formations pressures, cave-ins and flooding); inability to obtain adequate insurance to cover risks and hazards; the presence of laws and regulations that may impose restrictions on mining; employee relations; relationships with and claims by local communities and indigenous populations; availability of increasing costs associated with mining inputs and labour; the speculative nature of mineral exploration and development (including the risks of obtaining necessary licenses, permits and approvals from government authorities); and title to properties. In addition, the failure of a party to comply with the terms of the arrangement agreement dated March 14, 2016 between Paramount and Calico may result in that party being required to pay a noncompletion or other fee to the other party, the result of which could have a material adverse effect on the paying party's financial position and results of operations and its ability to fund growth prospects and current operations. Although the forward-looking statements contained in this news release are based upon what management of Calico believes, or believed at the time, to be reasonable assumptions, Calico cannot assure shareholders that actual results will be consistent with such forward-looking statements, as there may be other factors that cause results not to be as anticipated, estimated or intended.

Readers should not place undue reliance on the forwardlooking statements and information contained in this news release. Except as required by law, Calico assumes no obligation to update the forwardlooking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law.

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 news release. No stock exchange, securities commission or other regulatory authority has approved or disapproved of the information contained herein.

On behalf of the Board,

Paul A. Parisotto President & CEO

Contact Information