TORONTO, ONTARIO--(Marketwire - Oct. 19, 2012) - Calvista Gold Corporation (TSX:CVZ)(OTCQX:CAGOF) ("Calvista" or the "Company") is pleased to announce today that it has entered into an arrangement agreement with AUX Acquisition 3 S.A.R.L. and 2346408 Ontario Inc. (collectively, "AUX") pursuant to which AUX has agreed to acquire all of the issued and outstanding common shares ("Common Shares") and the in-the-money warrants to acquire Common Shares ("Warrants") of Calvista by way of a statutory plan of arrangement under the Business Corporations Act (Ontario) (the "Arrangement") at a price (the "Offer Price") of C$1.10 per Common Share in cash, and pay the in-the-money value for the outstanding options.
The Offer Price represents a significant premium of 62% to the closing price of Calvista's Common Shares of $0.68 on October 18, 2012, and a premium of 100% to the ten day volume weighted average trading price of $0.55 for the ten trading days preceding the announcement of the Arrangement. It is anticipated that the Arrangement will close on or before December 31, 2012.
The Board of Directors of Calvista (the "Board") upon a recommendation of the special committee of the Board and upon consultation with its financial and legal advisors, has determined that the Arrangement is fair to the holders of Calvista Common Shares and Warrants, that the Arrangement is in the best interests of Calvista and the holders of Common Shares and Warrants, and accordingly, have approved the entering into of the Arrangement agreement and recommended that holders of Common Shares and Warrants vote in favour of the Arrangement. Members of the Board and senior management have entered into lock-up agreements, as have certain of Calvista's significant shareholders with respect to their securities held, and all have agreed to vote in favour of the Arrangement.
To date shareholders representing 26.09% of the issued and outstanding Common Shares have entered into Shareholder lock-up agreements and agreed to vote in favour of the Arrangement.
The completion of the Arrangement is subject to customary conditions, including receipt of all necessary court, regulatory, shareholder and warrantholder approvals. Calvista may terminate the Arrangement agreement under certain circumstances, including if the Board determines in good faith that it has received a Superior Proposal (as such term is defined in the Arrangement agreement). If Calvista terminates the Arrangement agreement in order to accept a Superior Proposal, it must pay a break fee of C$2 million.
The Arrangement is subject to the approval of 66 2/3% of the votes cast at a special meeting of holders of Calvista Common Shares and Warrants to approve the Arrangement (the "Calvista Meeting") that is expected to occur by the middle of December, 2012. An information circular regarding the Arrangement will be filed with the applicable regulatory authorities and mailed to holders of Calvista's Common Shares and Warrants in accordance with applicable securities laws. The record date for the Calvista Meeting will be announced in the near future.
Mark Haywood, the CEO of Calvista commented that "This Arrangement is a result of a compelling proposal received by the Board of Directors. The offer recognizes the growth potential of our assets and allows holders of Calvista's Common Shares and Warrants to realize immediate cash consideration representing a substantial portion of this future value today."
Calvista has engaged Haywood Securities Inc. as its financial advisor and Fraser Milner Casgrain LLP as its legal counsel. Haywood Securities Inc. has provided an opinion to the Board of Calvista, based upon and subject to the assumptions, limitations and qualifications in such opinion, that the consideration to be received by holders of Calvista Common Shares and Warrants is fair from a financial point of view to such holders. AUX has retained BMO Capital Markets as its financial advisor and Cassels Brock & Blackwell LLP as its legal counsel.
Calvista is a mineral exploration company focused on the acquisition, exploration and development of properties for the mining of gold and other minerals. All our prospects in the California Valley are located below 3,200 metres and are not affected by the Paramo ecosystem law. With a head office in Toronto and Colombian headquarters in Bucaramanga, Calvista is led by a management team with over 50 years of exploration and mining experience, principally in South and Central America. For further details on Calvista, please refer to our web site (www.calvistagold.com) and Calvista's Canadian regulatory filings on SEDAR at www.sedar.com.
CAUTIONARY STATEMENT: This news release contains forward-looking information, which is not comprised of historical facts. Forward-looking information involves risks, uncertainties and other factors that could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking information. Forward-looking information in this news release includes, but is not limited to, Calvista's objectives, goals or future plans, statements regarding exploration results, exploration plans and the timing of a potential resource estimate. Factors that could cause actual results to differ materially from such forward-looking information include, but are not limited to, uncertainties inherent to preparing a resource estimate within expected timeline, capital and operating costs varying significantly from estimates, the preliminary nature of metallurgical test results, delays in obtaining or failures to obtain required governmental, environmental or other project approvals, political risks, uncertainties relating to the availability and costs of financing needed in the future, changes in equity markets, inflation, changes in exchange rates, fluctuations in commodity prices, delays in the development of projects and the other risks involved in the mineral exploration and development industry, enhanced risks inherent to conducting business in a jurisdiction such as Colombia, and those risks set out in Calvista's public documents filed on SEDAR. Although Calvista believes that the assumptions and factors used in preparing the forward-looking information in this news release are reasonable, undue reliance should not be placed on such information, which only applies as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. Calvista disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required by law.
The Toronto Stock Exchange does not accept responsibility for the adequacy or accuracy of this release. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.