Castle Resources Announces Going Private Transaction
TORONTO, Nov. 28, 2017 — Castle Resources Inc. (CSE:CRI) (“Castle” or the “Company”) announced today that its board of directors has unanimously approved a going private transaction to be completed by consolidating the Company’s outstanding common shares on the basis of one common share for each 7,721,166 existing issued common shares, with the result that following the consolidation, only the controlling shareholder of the Corporation, Drake Private Investments LLC (“Drake”), will hold any shares of the Company (the “Consolidation”). The Consolidation is subject to the required shareholder approvals at the Company’s upcoming special meeting of shareholders scheduled to be held on January 4, 2018 (the “Meeting”), and to regulatory approval.
As fractional shares will not be issued in the Consolidation, each holder of common shares of the Company, other than Drake, are to receive $0.20 (the “Consolidation Price”) in cash for each common share held immediately prior to the Consolidation becoming effective (with no amount payable to any shareholder who would be entitled to receive, net of withholding taxes, less than $10).
There are currently 8,248,974 common shares of the Company issued and outstanding. After completion of the Consolidation, Drake will be the only shareholder of the Company. Drake owns a total of 7,721,166 common shares of the Company, representing a total of 93.6% of the issued and outstanding common shares of the Company.
The Consolidation is subject to approval by 2/3rds of the common shares voted at the Meeting and by the approval of a majority of the votes cast by minority shareholders at the Meeting. Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”) requires that the Consolidation be approved by a majority of votes properly cast at the Meeting by holders of common shares voting in person or by proxy, other than votes attaching to common shares beneficially owned or over which control or direction is exercised by an “interested party” (as defined in MI 61-101) or a “related party” of an interested party, which includes Drake. As Drake owns more than 90% of the issued and outstanding common shares of the Company, the Company will be relying upon certain exemptions in MI 61-101 and there will be no majority of minority approval by the shareholders. Shareholders who wish to dissent have been granted an appraisal remedy.
The board of directors of the Company established an independent committee composed of Robert Bruggeman and Kenneth Barrett to review the proposed Consolidation. The committee engaged Peterson McVicar LLP as its independent legal counsel and Ross Glanville & Associates Ltd. and Bruce McKnight Minerals Advisor Services to provide a valuation opinion in relation to the transaction (the “Valuation Opinion”). On the basis of its review, including the Valuation Opinion, the independent committee has unanimously recommended to the Company’s board of directors that it recommend to holders of the common shares to vote in favour of the Consolidation. The Valuation Opinion is attached to the Company’s management information circular for the Meeting which will be available under the Company’s profile at www.sedar.com.
If approved at the Meeting, the Company expects the Consolidation to be effective on or about January 8, 2018.
Subject to the approval of the Consolidation at the Meeting and regulatory approval, the Company intends to file articles of amendment to effect the Consolidation. Once the Consolidation is completed, the Company intends to apply to have its common shares delisted from the Canadian Securities Exchange and intends to apply to cease to be a reporting issuer with the applicable securities regulatory authorities.
About Castle Resources
Castle is a Toronto-based junior mineral development company focusing on high-quality, advanced projects. The Company is the 100% owner of the past producing Granduc Copper Mine in Stewart, British Columbia. For more information please visit the Castle Resources’ website at www.castleresources.com.
For further information please contact:
Daniel Crandall, CA, CPA
Chief Financial Officer, Castle Resources Inc.
Telephone: (416) 848-9407
No stock or securities regulatory authority accepts responsibility for the adequacy or accuracy of this press release.