TORONTO, ONTARIO--(Marketwire - Dec. 7, 2012) - Calvista Gold Corporation (TSX:CVZ)(OTCQX:CAGOF) ("Calvista" or the "Company") today announced that at a special meeting of the shareholders and in-the-money warrantholders of the Company (the "Meeting") held earlier today, shareholders and in-the-money warrantholders voted to overwhelmingly approve the plan of arrangement (the "Arrangement") pursuant to which AUX Canada Acquisition 3 Inc. ("AUX"), a wholly owned subsidiary of AUX Acquisition 3 S.A.R.L. will acquire all of the issued and outstanding common shares of the Company (the "Common Shares") and the in-the-money warrants to acquire Common Shares (the "Warrants") at a price of $1.10 per Common Share in cash. The resolution approving the Arrangement was approved by 100% of the votes cast by shareholders and in-the-money warrantholders (voting as a single class) present in person or by proxy at the Meeting, 100% of the votes cast by minority shareholders, and 100% of the votes cast by shareholders.
The Company's Chief Executive Officer, Mr. Mark Haywood, stated that "the Board and Management are very pleased with the outcome of the arrangement with AUX and the overwhelming unanimous support of the votes cast. As I complete my service to Calvista early next week as its President & CEO, it has been my pleasure to manage Calvista, its dedicated and loyal workforce, and return significant value to all our shareholders and Colombian stakeholders."
The Company's Executive Chairman, Dr. Ruben Shiffman, stated that "since inception we had a strong conviction on the Calvista initiative and the result is now an empirical example of a significant socially responsible project with high returns."
Calvista obtained an interim order of the Ontario Superior Court of Justice (Commercial List) under the Business Corporations Act (Ontario) to authorize the Meeting in connection with the Arrangement. Calvista will return to court on December 10, 2012 to seek a final order to implement the Arrangement. The closing of the Arrangement is subject to certain customary conditions, including obtaining certain regulatory approvals and is expected to occur on December 11, 2012.
For further information, please contact Kingsdale Shareholder Services Inc. ("Kingsdale"), toll free in North America at 1-866-229-8214 or call collect outside North America at 416-867-2272 or by email at firstname.lastname@example.org.
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, statements with respect to the anticipated closing of the Arrangement. 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.