Salazar Resources Limited press release
Royal Road Minerals Succeeds in Bid for Caza Gold
TSXV - TSX Venture Exchange · Copper · Gold · Silver · Zinc · Canada
Royal Road Minerals Announces Expiry of Offer and Mandatory 10-day extension period for Deposits
Toronto, Ontario--(Newsfile Corp. - February 28, 2017) - Royal Road Minerals Limited (TSXV: RYR) ("Royal Road Minerals" or the "Company") announces that it has been successful in its bid to acquire Caza Gold Corp. (TSXV: CZY) ("Caza") under its previously announced offer (the "Offer") made to Caza Gold's shareholders. A total of 134,886,372 common shares of Caza, representing approximately 90% of Caza's issued and outstanding common shares were deposited under the Offer (and not withdrawn) as at 11:59 p.m. (Pacific Time) on February 27, 2017, the expiry time of the initial deposit period under the Offer.
Royal Road Minerals has taken up all of these shares deposited under the Offer and, as a result, now holds an aggregate of 134,886,372 common shares of Caza, which represents approximately 90% of the issued and outstanding common shares of Caza, calculated on a fully-diluted basis.
Given the substantial support for the Offer, Royal Road Minerals has also extended the deposit period under the Offer for the mandatory 10-day extension period required under applicable securities laws, to enable those shareholders who have not yet tendered their shares, to deposit their Caza common shares to the Offer. The Offer, as extended, will now expire at 11:59 p.m. (Pacific Time) on March 13, 2017. All of the terms and conditions of the Offer have been complied with or waived, as applicable, and to the extent required for the take up securities deposited under Offer under applicable securities laws.
Royal Road Minerals' President and Chief Executive Officer, Tim Coughlin said: "We are pleased that Caza's shareholders have accepted the Offer, and we welcome them as Royal Road Minerals shareholders and as participants in our exciting growth strategy, which includes plans to advance the exploration of Caza's key Nicaraguan properties, to continue our exploration work in the highly prospective province of Nariño in southern Colombia and to advance other initiatives elsewhere throughout Latin America.".
As further described in the Offer circular, Royal Road Minerals intends to carry out a compulsory acquisition or, alternatively, a subsequent acquisition transaction to acquire Caza common shares not deposited under the Offer. Upon completion of the compulsory acquisition or subsequent acquisition transaction, Royal Road Minerals intends to de-list the Caza shares from the TSX Venture Exchange.
Caza shareholders who tendered to the Offer will receive 0.16 of a Royal Road Minerals ordinary share for each Caza common share tendered, subject to adjustment with respect to fractional shares.
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.
Cautionary statement:
This news release contains certain statements that constitute forward-looking informationand forward-looking statements within the meaning of applicable securities laws(collectively, "forward-looking statements") and includes statements relating to the Offerand those describing the Company'sfuture plans and the expectations of its management that a stated result or condition will occur. Such forward-lookingstatements involve known and unknown risks, uncertainties and other factors that maycause the actual results, performance or achievements of the Companyand Caza, ordevelopments in the Company's and Caza's business or in the mineral resourcesindustry, or with respect tothe Offer, to differ materially from the anticipated results, performance,achievements or developments expressed or implied by such forward-looking statements.Forward-looking statements include all disclosure regarding possible events, conditions orresults of operations that is based on assumptions about, among other things, futureeconomic conditions and courses of action, and assumptions related to governmentapprovals, and anticipated costs and expenditures.The words "plans", "prospective", "expect", "intend", "intends to" and similar expressions identify forward lookingstatements, which may also include, without limitation, anystatement relating to future events, conditions or circumstances. Forward-looking statements of the Company 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 the Company's take-over bid circular prepared and filed in accordance with applicable securities laws in Canada as well as the ability of the Company to obtain the requisite number of Caza shares at the expiry time of the offer, as extended, to effect a compulsory acquisition or a subsequent acquisition transaction and to de-list the Caza shares from the TSX Venture Exchange.
The Companycautionsyou not to place undue reliance upon any such forward-looking statements, whichspeak only as of the date they are made. There is no guarantee that the anticipated benefits of theOfferand the Company's and Caza's business plans or operations will be achieved. The risks and uncertainties that may affectforward-looking statements include, among others: economic market conditions, anticipatedcosts and expenditures, government approvals, and otherrisks detailed from time to time in the Company's and Caza's filings with Canadian provincialsecurities regulatorsor other applicable regulatory authorities. Forward-looking statements included herein are based on the current plans, estimates, projections, beliefs andopinionsof the Company management and information provided to the Company by Caza, and, except as required by law, the Companyand Cazado not undertake anyobligation to update forward-looking statements should assumptions related to these plans,estimates, projections, beliefs and opinions change. Nothing in this news release should beconstrued as either an offer to sell or a solicitation to buy or sell the Company'ssecurities.
For further information please contact: Dr. TimothyCoughlin President and Chief Executive Officer
USA-Canada toll free 1800 6389205 +44 (0)1534 887166 +44 (0)7797 742800 info@royalroadminerals.com
copyright (c) newsfile corp. 2017