Calvista Gold Corporation Shareholders and In-The-Money Warrantholders Overwhelmingly Approve Arrangement With AUX Acquisitio...
December 07 2012 - 1:24PM
Marketwired
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 contactus@kingsdaleshareholder.com.
About Calvista
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.
Contacts: Calvista Gold Corporation Ruben Shiffman Executive
Chairman +1 416 504 4199 Calvista Gold Corporation Mark Haywood
President & CEO +1 416 504 4199 Calvista Gold Corporation
Donald Christie CFO and Corporate Secretary +1 416 504 4199
Calvista Gold Corporation Gary Anstey Investor Relations/Business
Development +1 416 504 4199 Corporate office Suite 1500, 4 King
West Toronto, Ontario, Canada, M5H 1B6info@calvistagold.com
www.calvistagold.com