Chalice Gold Mines and Coventry Resources sign the Arrangement Agreement for the acquisition of the Cameron Gold Project

Chalice Gold Mines and Coventry Resources sign the Arrangement Agreement for the acquisition of the Cameron Gold Project

Canada NewsWire

Symbol: ASX: CHN TSX: CXN
Shares outstanding: 251 million
Fully diluted: 259 million

PERTH, Western Australia, Nov. 15, 2013 /CNW/ – Chalice Gold Mines
Limited (TSX: CXN; ASX: CHN)( “Chalice“) and Coventry Resources Inc. (ASX: CYY; TSXV: CYY; “Coventry“) announce that Chalice and Coventry have signed a definitive
Arrangement Agreement (“AA”) following the amended binding Term Sheet executed on the 1 November
2013
where both parties agreed to a revised deal structure (the “Transaction“).

The “AA” was executed today by both parties following the receipt of a
favourable fairness opinion from Coventry’s independent advisors
Primary Capital Inc. and the execution of voting support agreements
with all the Board members of Coventry, Macquarie (on behalf of
Macquarie Bank Limited) and Sun Valley Gold LLC (on behalf of Sun
Valley Gold Master Fund Ltd) (in their capacity as shareholders of
Coventry) agreeing to vote in favour of the “Transaction” pursuant to the AA (in the absence of a Superior Proposal).

The material terms of the Transaction are as previously disclosed in the
announcement of the amended Term Sheet executed on the 1 November
2013.
The Transaction remains subject to regulatory, court and
Coventry shareholder approvals. The date of the special meeting of
Coventry shareholders to approve the Transaction is currently planned
for January 17, 2014 (the “Meeting”).

For further details on the transaction please refer to the previous
announcement by Chalice and Coventry on the 1st November 2013; “Chalice Gold and Coventry Agree to Revised Deal
Structure” which can be found on the Company’s website here. A copy of the AA will be available shortly on the SEDAR website at www.sedar.com.

BILL BENT
Managing Director
Chalice Gold Mines Limited
15 November 2013

STEVEN CHADWICK
President and Chief Executive Officer
Coventry Resources Inc.
15 November 2013

Forward Looking Statements

This document may contain forward-looking information within the meaning
of Canadian securities legislation and forward-looking statements
within the meaning of the United States Private Securities Litigation
Reform Act of 1995 (collectively, “forward-looking statements”). These
forward-looking statements are made as of the date of this document and
Chalice Gold Mines Limited (the Company) does not intend, and does not
assume any obligation, to update these forward-looking statements,
except as required by law or regulation.

Forward-looking statements relate to future events or future performance
and reflect Company management’s expectations or beliefs regarding
future events and include, but are not limited to, statements with
respect to whether the conditions to the Transaction will be met, the
estimation of mineral reserves and mineral resources, the realisation
of mineral reserve estimates, the likelihood of exploration success,
the timing and amount of estimated future production, costs of
production, capital expenditures, success of mining operations,
environmental risks, unanticipated reclamation expenses, title disputes
or claims and limitations on insurance coverage.

In certain cases, forward-looking statements can be identified by the
use of words such as plans, expects or does not expect, is expected,
budget, scheduled, estimates, forecasts, intends, anticipates or does
not anticipate, or believes, 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 or the negative of these
terms or comparable terminology. By their very nature forward-looking
statements involve known and unknown risks, uncertainties and other
factors which may cause the actual results, performance or achievements
of the Company to be materially different from any future results,
performance or achievements expressed or implied by the forward-looking
statements. Such factors include, among others, conditions precedent
to completion of the Transaction being met; risks related to actual
results of current exploration activities; changes in project
parameters as plans continue to be refined; future prices of mineral
resources; possible variations in ore reserves, grade or recovery
rates; accidents, labour disputes and other risks of the mining
industry, as well as those factors detailed from time to time in the
Company’s interim and annual financial statements, all of which are
filed and available for review on SEDAR at sedar.com. Although the Company has attempted to identify important factors that
could cause actual actions, events or results to differ materially from
those described in forward-looking statements, there may be other
factors that cause actions, events or results not to be as anticipated,
estimated or intended. There can be no assurance that forward-looking
statements will prove to be accurate, as actual results and future
events could differ materially from those anticipated in such
statements.

Accordingly, readers should not place undue reliance on forward-looking
statements.

None of the securities anticipated to be issued pursuant to the
Arrangement have been or will be registered under the United States
Securities Act of 1933, as amended (the “U.S. Securities Act”), or any
state securities laws, and any securities issued in the Arrangement are
anticipated to be issued in reliance upon available exemptions from
such registration requirements pursuant to Section 3(a)(10) of the U.S.
Securities Act and applicable exemptions under state securities laws.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any securities.

SOURCE Chalice Gold Mines Limited

Be the first to comment

Leave a Reply