VANCOUVER, Feb. 6, 2013 /CNW/ - Calico Resources Corp. (TSX-V: CKB) (the "Company" or "Calico") is very pleased to announce that today it entered into a formal agreement to amend its Grassy Mountain Option and at the same time Calico exercised in full its option to acquire the Grassy Mountain Gold Project in south east Oregon. Calico now owns a 100% interest in the Grassy Mountain Project, subject to applicable royalties.
Buck Morrow, the President and CEO of Calico stated: "The exercise of the option is a major milestone for Calico. The Company has managed to substantially reduce the risk in the project and has demonstrated to the permitting agencies and the market that Calico is the 100% owner of the project both now and in the future. Our shareholders should recognize the advantages Calico now has, not only by controlling all aspects of the ownership of the Grassy Mountain Project acquired from Seabridge, but also by holding the substantial property position Calico acquired by staking royalty free claims contiguous to the Grassy Mountain Project.
In exercising the Grassy Mountain Option, Calico issued to Seabridge Gold Inc. 6,433,000 common shares and 4,567,000 special warrants. Each special warrant is exercisable for no additional consideration to acquire one further common share. Seabridge may only exercise from time to time that number of Special Warrants such that Seabridge will not at any time own 20% or more of the issued shares in Calico. In the event that there are special warrants unexercised as of the date of the next annual shareholder meeting of Calico (expected to be sometime in December 2013), then Calico is required to ask its shareholders at such shareholder meeting for approval to allow all of the remaining unexercised special warrants to be immediately exercised.
All shares and special warrants issued to Seabridge were subject to a four month hold period in accordance with applicable Canadian securities laws and were impressed with a legend in compliance with US securities laws.
Seabridge retains a 10% net profits interest (the "NPI") in the Grassy Mountain Property. Within the 30 days following Calico's receipt of a feasibility study on the Grassy Mountain Project, Seabridge has the right to elect to cause Calico to purchase the NPI for $10,000,000. If Seabridge makes such election, then Calico will be required to make such payment within the 120 days following the later of: (a) the date of receipt of all required permits and the complete bonding of the proposed mine on the Property and (b) the completion of a feasibility study.
As part of the exercise of the Grassy Mountain Option, Calico successfully negotiated various amendments to the Grassy Mountain Option, including: (a) the ability to immediately exercise the Grassy Mountain Option (now completed); (b) in consideration of the early exercise of the option, a reduction of securities to be issued to Seabridge of 1,000,000 shares; and (c) a clarification as to the required payment date for the purchase of the NPI, if so elected by Seabridge.
About Grassy Mountain
Permitting Status:
In 2012 Calico commenced the permitting process for an underground mine and mill facility at Grassy Mountain. The State of Oregon has accepted Calico's Notice of Intent to develop the project, held several Public Hearings and deemed the Company's Draft Environmental Baseline Study Work Plans sufficient for official review. Calico is continuing with the permitting process with enthusiasm and confidence.
Preliminary Economic Assessment Report Status:
A Preliminary Economic Assessment is currently being prepared under NI 43-101 standards. Calico expects the PEA to be completed by the end of February 2013. Upon the receipt of the PEA Calico will be issuing a news release and SEDAR filing the PEA.
Qualified Person
Michael F. McGinnis, CPG 10914, Calico Resources Project Manager, is the Company's designated Qualified Person for this news release within the meaning of National Instrument 43-101 Standards of Disclosure for Mineral Projects ("NI 43-101") and has reviewed and validated that the information contained in the release accurate.
On behalf of the Board,
Arden (Buck) Morrow
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.
SOURCE: Calico Resources Corporation
For further information:
Please contact Alec Peck at 1 855-589-0400.
