Calico Resources Corp.
TSX VENTURE : CKB

Calico Resources Corp.

June 30, 2016 08:00 ET

Calico Shareholders Approve Business Combination

VANCOUVER, BRITISH COLUMBIA--(Marketwired - June 30, 2016) - Calico Resource Corp. (TSX VENTURE:CKB) ("Calico" or the "Company") is pleased to announce that shareholders have overwhelmingly approved the proposed business combination with Paramount Gold Nevada Corp ("Paramount") (NYSE MKT:PZG) to be completed by way of plan of arrangement (the "Arrangement") at the annual and special general meeting of shareholders of Calico held on June 29, 2016 at the offices of Bennett Jones LLP in Vancouver, British Columbia (the "Calico Meeting").

Shareholder Approval

The special resolution authorizing the Arrangement ("Arrangement Resolution") was approved by (i) approximately 97.41% of the shareholders of Calico present in person or represented by proxy at the Calico Meeting, and (ii) approximately 97.28% of the minority shareholders of Calico present in person or represented by proxy at the Calico Meeting. The shareholders of Calico who participated in the vote represented approximately 65.27% and 64.16%, respectively, of all issued and outstanding shares of Calico entitled to vote on the Arrangement Resolution.

In addition, at the Calico Meeting, shareholders of Calico considered certain annual resolutions, which were also overwhelmingly approved. As such, until the earlier of the completion of the Arrangement or the next annual general meeting of Calico shareholders, (i) the following individuals have been elected to the board of directors of Calico: Rudi P Fronk, Paul Parisotto, Jay Layman, Allan Williams, Kevin Milledge, Hugo Sorensen and John Pollesel, (ii) BDO Canada LLP have been appointed as independent auditor of Calico, and (iii) the stock option plan of Calico has been re-approved.

Arrangement Update

Calico is also pleased to announce that the Arrangement has been overwhelmingly approved by the shareholders of Paramount at a special meeting held on June 29, 2016 seeking approval of the Arrangement.

Completion of the Arrangement remains subject to, among other things, satisfaction of all conditions precedent to closing the Arrangement, including final approval of the British Columbia Supreme Court and final approval of the TSX Venture Exchange. The hearing for the final order of the British Columbia Supreme Court to approve the Arrangement is scheduled to take place on July 5, 2016. Assuming that all approvals are obtained and all conditions precedent are satisfied or waived, Calico currently anticipates the closing of the Arrangement to occur on July 7, 2016.

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 the court, 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 court, 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

  • Calico Resources Corp.
    Paul A. Parisotto
    President & CEO
    (604) 681-6855