Royal Road Minerals Announces Friendly Combination with Caza
Dienstag, 06.12.2016 13:05 von DGAP
DGAP-News: Royal Road Minerals Limited / Key word(s): Miscellaneous
Royal Road Minerals Announces Friendly Combination with Caza
06.12.2016 / 13:00
The issuer is solely responsible for the content of this announcement.
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Toronto, Ontario--(Newsfile Corp. - December 6, 2016) - Royal Road Minerals
Limited (TSXV: RYR) ('Royal Road Minerals' or the 'Company') announced
today that its board of directors and the board of directors of Caza Gold
Corp. (TSXV: CZY) ('Caza') have approved a proposed business combination by
way of a friendly offer that Royal Road Minerals' intends to make to
acquire 100% of the outstanding common shares of Caza, and that Royal Road
Minerals and Caza have signed a support agreement pursuant to which Caza's
board of directors has unanimously agreed to support the Royal Road
Minerals offer.
Readers should note that Royal Road Minerals has not yet commenced the
offer and should carefully review the cautionary statements set out below
in this news release respecting the status of the offer and the factors
that may cause Royal Road Minerals not to make the offer.
Highlights of the Transaction
For each Caza common share, Royal Road Minerals intends to offer 0.16 of a
Royal Road Minerals ordinary share. Royal Road Minerals expects to issue
approximately 22,608,321 ordinary shares pursuant to the transaction
(assuming no exercise of any Caza options or warrants), representing
approximately 34% of Royal Road Minerals' current outstanding ordinary
shares.
The board of directors of Caza has unanimously determined that the Royal
Road Minerals proposed offer is in the best interests of Caza's
shareholders, and unanimously recommends that the Caza shareholders tender
their common shares to the offer, if and when made by Royal Road Minerals
in accordance with the support agreement.
The proposed offer is also supported by Caza's largest shareholder, Polygon
Mining Opportunity Master Fund ('Polygon') and by Caza's directors and
officers that hold Caza common shares, and Polygon and these directors and
officers have each entered into a lock-up agreement with Royal Road
Minerals and have agreed to tender all of their Caza common shares to the
offer, if and when made by Royal Road Minerals in accordance with the
support agreement. Collectively, these supporting shareholders beneficially
hold an aggregate of 116,345,568 Caza common shares representing
approximately 82.3% of the outstanding Caza common shares on both a
non-diluted and fully-diluted 'in the money' basis.
Compelling Combination
Commenting on the proposed Caza transaction, Dr. Tim Coughlin, President
and Chief Executive Officer of Royal Road Minerals said 'This transaction
has been in the making for some time and is intended to represent the first
of a proposed series of evolutionary step-changes, as the Company
identifies regional exploration opportunities, plays to its strengths and
moves toward realizing its aim of adding value by discovery and becoming
Latin America's premier exploration company. Our initial footprint at La
Golondrina in southern Colombia has led to other local deals and to the
submission of more than 160,000 hectares in concession contract
applications in Colombia, over what we believe is one of Latin America's
most prolific and prospective gold belts. The Caza acquisition would
provide us with an additional portfolio of projects that would each be
100%-owned, prospective for porphyry copper-gold, iron-oxide copper-gold
and epithermal gold-silver deposits, and located in Nicaragua, which is
fast becoming known for its mineral potential'.
He added, 'We believe that the proposed strategic acquisition is good for
both companies and the support agreement with Caza will allow us to carry
out our due diligence investigations and other pre-bid preparations, which
is intended to lead to a formal offer being made. Having confirmed the
support of Caza shareholders representing 82.3% of the Caza common shares,
our plan is to make the offer so that all shareholders of Royal Road and
Caza can benefit from a more diversified combined company, led by an
experienced and dedicated management team with a proven track record in
discovery, and which we believe will have greater financial and operational
resources available to it than either company now has on its own.'
Under the terms of the support agreement, Royal Road Minerals agreed that
it would make the offer, subject to the waiver or satisfaction of certain
conditions. Provided that Royal Road Minerals does not uncover or otherwise
identify information in the course of its planned due diligence
investigations that reveals any material issues with the proposed
transaction or that suggests that the business, affairs, prospects or
assets of Caza have been materially adversely affected or impaired, or if
any unforeseen legal or regulatory concerns about the proposed transaction
should arise, Royal Road Minerals intends to mail a take-over bid circular
to the registered holders of Caza's common shares Shares (as required under
applicable Canadian securities laws) on or about January 5, 2017.
Prior to the commencement of the offer, Caza has agreed that it will issue
a 'deposit period news release' as contemplated under applicable Canadian
securities laws stating an initial deposit period for the proposed
take-over bid of 35 days from the date that Royal Road Minerals commences
the take-over bid by making the offer and delivering the required take-over
bid circular to Caza's shareholders, or such other initial deposit period
as Royal Road Minerals and Caza may otherwise agree of not more than 105
days and not less than 35 days from such date.
Royal Road Minerals anticipates that the Offer will be subject to a number
of customary conditions, including: (i) there being deposited under the
Offer, and not withdrawn, at least 90% of the outstanding Caza Shares
(calculated on a fully diluted basis), excluding Caza Shares held by Royal
Road Minerals; (ii) receipt of all governmental, regulatory and third party
approvals that Royal Road Minerals considers necessary or desirable in
connection with the Offer; and (iii) no material adverse change having
occurred in the business, affairs, prospects or assets of Caza.
The support agreement between Royal Road Minerals and Caza provides that
Caza's board of directors may, under certain circumstances, terminate the
agreement in favour of an unsolicited superior proposal, subject to a right
by Royal Road Minerals to match the superior proposal in question.
Full details of the Royal Road Minerals intended offer, including any
conditions thereof, will be included in the takeover bid circular that is
expected to be mailed to Caza shareholders.
Advisors
Royal Road Minerals' legal counsel is Irwin Lowy LLP and with regard to
Jersey law matters, Lexstone Lawyers.
Cautionary Statement on Forward-looking Information
All statements, other than statements of historical fact, contained in this
news release, including any information as to the future financial or
operating performance of Royal Road Minerals, constitute 'forward-looking
information' or 'forward-looking statements' within the meaning of certain
securities laws, including the provisions of the Securities Act (Ontario)
and the 'safe harbour' provisions under the United States Private
Securities Litigation Reform Act of 1995 and are based on the expectations,
estimates and projections of management as of the date of this news release
unless otherwise stated.
Forward-looking statements are necessarily based upon a number of estimates
and assumptions that, while considered reasonable by Royal Road Minerals as
of the date of such statements, are inherently subject to significant
business, economic and competitive uncertainties and contingencies. The
estimates and assumptions of Royal Road Minerals contained in this news
release, which may prove to be incorrect, include, but are not limited to,
the various assumptions set forth herein and in Royal Road Minerals'
take-over bid circular intended to be prepared and filed in accordance with
applicable securities laws in Canada and Jersey as well as: (1) that Royal
Road Minerals will make the offer, commence a formal take-over bid for
Caza's common shares or complete the acquisition of Caza in accordance with
the terms and conditions of the above-mentioned support agreement or
otherwise; (2) the accuracy of Royal Road Minerals' understanding of Caza's
projects; (3) the viability of the Caza project areas and permitting the
further exploration and the development of these project areas on a basis
consistent with Royal Road Minerals' and Caza's current expectations; (4)
the trading price of Royal Road Minerals and Caza's shares; (5) there being
no significant political developments, whether generally or in respect of
the mining industry specifically, in Nicaragua that is inconsistent with
Royal Road Minerals and Caza's current expectations; (6) there being no
significant disruptions affecting Royal Road Minerals' current business;
(7) permitting Royal Road Minerals to undertake certain measures regarding
Caza's projects in Nicaragua; and (8) permitting and exploration at Royal
Road Minerals' La Golondrina project on a basis consistent with its current
expectations.
The forward-looking information set forth in this news release is subject
to various risks and other factors which could cause actual results to
differ materially from those expressed or implied in the forward-looking
information, including the risk that the proposed offer will not be made
and, if made, that the acquisition of Caza will not be completed for any
reason. Certain of these risks, factors, estimates and assumptions are
described in more detail in Royal Road Minerals' most recently filed
management discussion and analysis in the section entitled 'Risk Factors',
to which readers are referred and which are incorporated by reference in
this news release. In addition, all forward-looking statements made in this
news release are qualified by the full 'Risk Factors' in such management's
discussion and analysis. These risks, factors, estimates and assumptions
are not exhaustive. Royal Road Minerals disclaims any intention or
obligation to update or revise any forward-looking statements whether as a
result of new information, future events or otherwise, or to explain any
material difference between subsequent actual events and such
forward-looking statements, except to the extent required by applicable
law.
Other Information
Where we say 'we', 'us', 'our', the 'Company', or 'Royal Road Minerals' in
this news release, we mean Royal Road Minerals and/or its subsidiaries, as
may be applicable.
This news release does not constitute an offer to buy or an invitation to
sell, or the solicitation of an offer to buy or invitation to sell, any of
the securities of Royal Road Minerals or Caza. Such an offer may only be
made pursuant to an offer and take-over bid circular filed with the
securities regulatory authorities in Canada. Royal Road Minerals plans to
file an offer and take-over bid circular with Canadian provincial
securities regulators. Investors and security holders are urged to read the
offer and take-over bid circular regarding the proposed transaction
referred to in these documents if and when they become available, because
they will contain important information.
Investors may obtain a free copy of the offer and take-over bid circular
when they become available and other documents filed by Royal Road Minerals
with the Canadian provincial securities regulators on SEDAR at
www.sedar.com. The offer and take-over bid circular and these other
documents may also be obtained for free, once they have been mailed, on
Royal Road Minerals' website.
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 release.
For further information please contact:
Royal Road Minerals contact: Dr. Tim Coughlin, President and Chief
Executive Officer, by phone: USA-Canada toll-free (800) 638-9205, +44
(0)1534 887166, or +44 (0)7797 742800, or by email at
info@royalroadminerals.com
Caza contacts: Brian Arkell at 1-720-883-7338 or the Company at Toll Free:
1-877-684-9700, tel: (604) 685-9750, fax: (604) 685-9744, email:
brian.arkell@cazagold.com or visit our website, www.cazagold.com
Click on, or paste the following link into your web browser, to view
the associated documents
http://www.newsfilecorp.com/release/23925
News Source: Newsfile
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06.12.2016 Dissemination of a Corporate News, transmitted by DGAP - a
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Language: English
Company: Royal Road Minerals Limited
UK
ISIN: JE00BWH5YF45
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527197 06.12.2016