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Vancouver March 29, 2012 � Calico Resources Corp. (�Calico� or the �Company�) (TSX-V: CKB, OTCQX: CVSHF) is pleased to announce that it has entered into an agreement with Seabridge Gold Inc. (�Seabridge�) to amend the terms of the original option (the �Original Option�) that Seabridge had granted Calico in April 2011. The amended terms (the �Amended Option�) allow Calico to immediately acquire a 100% interest in the Grassy Mountain Property (the �Property�) located in Oregon, USA.
Under the terms of the Original Option, Calico was to issue Seabridge 4 million common shares in April 2012 and a further 8 million common shares upon receipt of mining and operating permits. Seabridge also had the option to receive either a 10% NPI or $10 million payment upon delivery of a feasibility study.
Under the terms of the Amended Option, Calico will immediately acquire a 100% interest in the Property in consideration for (a) the issuance of 11,000,000 securities (in a to-be-determined combination of common shares and special warrants) and (b) the immediate granting of a 10% Net Profits Interest (an �NPI�) to Seabridge. Each special warrant entitles the holder to convert it into one common share of Calico, without payment of any cash, subject to the number of common shares held by Seabridge after conversion being less than 20% of Calico�s outstanding common shares. Furthermore, following Calico�s completion of a feasibility study and following the Property being fully permitted and bonded, Seabridge will have the option of selling the 10% NPI to Calico for a one-time payment of $10 million. Calico has agreed that should Seabridge elect to sell the NPI for the $10 million payment and Calico not make payment, then Calico must return the Property to Seabridge.
The amended terms place Seabridge in a position similar to that under the terms of the Original Option agreement. Calico believes that prior to the full permitting and bonding, Calico will already have in place its financing for development of the mining project, and that such financing amount would include any required payment to Seabridge should Seabridge elect to sell the NPI for the $10 million payment.
These changes will be beneficial to both Calico and Seabridge. First, Calico will benefit from immediately acquiring full title to the Property. Second, Calico will benefit from a reduction in the total number of shares to be issued under the original terms of the Option Agreement with the re-negotiated number being 1,000,000 fewer. Third, Calico will benefit in that the amendment has been structured to ensure that the security issuances by Calico to Seabridge will not result in Seabridge owning 20% or more of the issued and outstanding shares of Calico unless approved by a majority of the shareholders. Seabridge would benefit from the early receipt of shares, special warrants and the NPI at this time.
Accordingly, Calico believes that the terms of the proposed amendment of the Grassy Mountain Original Option are very advantageous to Calico.
If any special warrants remain unexercised at the time of the next annual general meeting of Calico, Calico has agreed to ask its shareholders to approve the exercise of those outstanding special warrants and approve Seabridge then holding more than 20% of the issued shares in Calico.
Closing of this transaction is expected late April 2012.
The TSX Venture Exchange has advised that the amendment of the Grassy Mountain Option on the terms described above will not require Exchange approval.
On behalf of the Board,
William S. Wagener
President and CEO
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.
For more information please call:
Terri Anne Welyki
Vice-President of Corporate Development
(604) 681-6855
Cautionary Statements
Certain statements in this press release are forward-looking statements. The reader is cautioned that assumptions used in the preparation of such information, although considered reasonable by Calico at the time of preparation, may prove to be incorrect. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Calico (including its subsidiaries) to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such risks and uncertainties include, among others, our ability to achieve financing for the anticipated mining project and to satisfy any payments required to be made to Seabridge in our public disclosure, which is available on SEDAR at www.sedar.com, and which should be reviewed in conjunction with this document. Although Calico 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. Calico expressly disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except in accordance with applicable securities laws. |