Coastal Gold Shareholder Meeting Adjourned
May 5, 2015
VANCOUVER, BRITISH COLUMBIA--(Marketwired - May 6, 2015) - First Mining Finance Corp. (TSX VENTURE:FF) "First Mining") announces that, in accordance with the terms of a consent endorsement of the Ontario Superior Court, the meeting (the "Meeting") of shareholders of Coastal Gold Corp. (TSX VENTURE:COD) ("COD") to vote on COD's proposed arrangement with Sulliden Mining Capital Inc. (TSX:SMC) ("Sulliden") is to be adjourned to 10:00 a.m. (Toronto time) Wednesday, May 13, 2015. The Meeting was originally scheduled for tomorrow, Wednesday, May 6, 2015.
The deadline for the submission of proxies for use at the Meeting is to be extended to Monday May 11, 2015 at 5:00 p.m. (Toronto time) and the deadline for revocation of proxies is to be extended to Tuesday, May 12, 2015 at 10:00 a.m. (Toronto time).
On May 3, 2015, First Mining announced that it had delivered an increased proposal (the "First Mining Proposal") to the Special Committee of COD. Under the First Mining Proposal, First Mining would acquire all of the outstanding common shares of COD on the basis of 0.15 common shares in the capital of First Mining for each one COD common share. The First Mining Proposal implies a value of $0.06 per COD common share, which represents a premium of:
- 167% to the implied value of $0.0225 per COD common share under the Sulliden Agreement (the total value of Sulliden's offer being $3.8 million as opposed to the total implied value of First Mining's offer which is $10.2 million), based on the closing prices of each of First Mining, COD and Sulliden as of May 1, 2015;
- 261% to the unaffected COD common share price on February 27, 2015, the last trading day prior to the public announcement of the Sulliden Agreement; and
- 50% to the current market price of the COD common shares.
First Mining continues to believe that the First Mining Proposal is a "Superior Proposal" under the terms of the arrangement agreement dated March 1, 2015 between COD and Sulliden (the "Sulliden Agreement") and has extended the time for acceptance of the First Mining Proposal to 5:00 p.m. (Toronto time) on May 13, 2015. In order to accept the First Mining Proposal COD is required to terminate the Sulliden Agreement prior to such time. COD is entitled to terminate the Sulliden Agreement in certain circumstances, including if it is unable to obtain the approval of its shareholders to the revised proposal by Sulliden.
Keith Neumeyer, Chairman of First Mining, stated, "We are encouraged that COD has agreed to adjourn the Meeting in order to allow the Special Committee adequate time to properly consider the First Mining Proposal. We are confident that the First Mining Proposal is clearly superior to the Sulliden offer and believe that the Special Committee, after considering the best interests of the COD shareholders, will agree. We continue to urge all independent shareholders of COD to vote against the Sulliden offer."
In order to vote against the Sulliden transaction COD shareholders should complete a form of proxy or voting information form and deliver it prior to 5:00 p.m. on May 11, 2015, to COD's transfer agent, TMX Equity Transfer Services Inc., 200 University Avenue, Suite 300, Toronto, Ontario M5H 4H1 or by toll free North American fax number (416) 595-9593. COD shareholders should also check the box withholding discretionary authority unless they intend to appoint a proxyholder who is not a member of management of COD.
In order to change previously cast votes COD shareholders who have already submitted forms of proxy or voting information forms voting in favour of the Sulliden transaction can change their votes by signing a new proxy or voting information form bearing a later date and delivering it prior to 10:00 a.m. (Toronto time) on May 12, 2015 to COD's transfer agent, TMX Equity Transfer Services Inc., 200 University Avenue, Suite 300, Toronto, Ontario M5H 4H1 or by toll free North American fax number (416) 595-9593.
First Mining cautions that there is no assurance that COD will terminate the Sulliden Agreement in accordance with its terms; or that the First Mining Proposal will be completed on the above terms or at all.
This release relates to common shares of Coastal Gold Corp., 65 Queen Street West, Suite 815, Toronto, Ontario, M5H 2M5. This release is being issued by First Mining. Except for certain private communications, all communications with respect to the subject matter of this release will be made by First Mining by broadcast, speech or publication. First Mining will bear the associated costs and expenses. None of First Mining, its affiliates or its directors or officers own any shares of COD. First Mining, its affiliates and its directors and officers have a material interest in the matters to be considered at the Meeting as a result of the First Mining Proposal.
About First Mining Finance Corp.
First Mining Finance Corp. is a mineral property holding company whose principal business activity is to acquire and hold high-quality mineral assets with a focus in the Americas. First Mining currently holds a portfolio of 18 mineral assets in Mexico and the United States with a focus on gold. Ultimately our goal is to increase our portfolio of mineral assets through acquisitions which are expected to be comprised of gold, silver, copper, lead, zinc and nickel.
Cautionary Note Regarding Forward-Looking Statements
This press release includes certain "forward-looking information" and "forward-looking statements" (collectively "forward-looking statements") within the meaning of applicable Canadian and United States securities legislation including the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to, statements regarding COD's acceptance of the First Mining Proposal, the determination that the First Mining Proposal constitutes a "Superior Proposal" and the benefits arising from the First Mining Proposal for First Mining. All statements, other than statements of historical fact, included herein including, without limitation, statements relating to the future operating or financial performance of the Company, are forward-looking statements. Forward-looking statements are frequently, but not always, identified by words such as "expects", "anticipates", "believes", "intends", "estimates", "potential", "possible", and similar expressions, or statements that events, conditions, or results "will", "may", "could", or "should" occur or be achieved. Actual future results may differ materially. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Risk factors which could cause such forward-looking statements to be incorrect include, among other things, the risk that the parties fail to meet the conditions of the First Mining Proposal (including, without limitation, that the shareholders of COD approve the Sulliden transaction, that the COD special committee determines that the First Mining Proposal is not a Superior Proposal and that the parties fail to obtain all necessary regulatory and shareholder approvals to the First Mining Proposal), the risk that an acquisition of COD by First Mining fails to generate the anticipated benefits for First Mining and the other risk factors set out in First Mining's filing statement dated March 18, 2015. The Company's forward-looking statements reflect the beliefs, opinions and projections on the date the statements are made. Except as required by law, the Company assumes no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law.
Neither 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.