| ||Thu Feb 2, 2017|
CASSIDY GOLD CORP. ANNOUNCES GOING PRIVATE TRANSACTION
| ||Cassidy Gold Corp. ("Cassidy" or the "Company") announces that it has entered into a binding letter agreement dated February 1, 2017 with a controlling majority (90.77%) shareholder group (the "Majority Shareholder Group") for a going private transaction to be completed by way of consolidation of the Company's outstanding common shares on the basis of one post-consolidated common share for each 6,000,000 pre-consolidated common shares (the "Consolidation"). Each holder of common shares of Cassidy, other than the Majority Shareholder Group, are to receive $0.005 in cash for each common share held immediately prior to the Consolidation being effected. Fractional shares will not be issued under the Consolidation and all fractional shares resulting from the Consolidation will be cancelled, which will result in the Majority Shareholder Group being the sole shareholder of Cassidy on a post-Consolidation basis.|
As of the date of this release, Cassidy has 490,085,228 common shares issued and outstanding and on a post- Consolidation basis there will be approximately (subject to adjustment for fractions) 74 post-Consolidation common shares issued and outstanding and owned by the Majority Shareholder Group.
In accordance with applicable securities legislation and the policies of the Exchange, Cassidy has retained Evans & Evans, Inc., an independent professional valuator, to prepare a formal valuation report regarding the Consolidation.
In accordance with the Cassidy's Articles, the Consolidation must be approved by an ordinary resolution of its shareholders. Further and in accordance with securities legislation and the policies of the Exchange, Cassidy is required to obtain approval of the Consolidation by a majority of its minority shareholders who are not part of the Majority Shareholder Group and minority shareholder approval is also required with respect to Cassidy's intention to voluntary delist under TSX Venture Exchange Policy 2.9.
It is expected that a special meeting of Cassidy's shareholders will be held around late April to consider the proposed Consolidation. Further detail with respect to the Consolidation, including a copy of the valuation report and fairness opinion, will be included in the Management Information Circular to be mailed by Cassidy to its shareholders in connection with the special meeting. The Information Circular will, in due course, be filed by Cassidy with regulators and it and the valuation report and fairness opinion will be available for viewing through the Internet under Cassidy's issuer profile on SEDAR (www.sedar.com).
In addition to shareholder and regulatory and Exchange approval requirements, completion of the Consolidation is subject to a number of conditions, certain of which are beyond the control of Cassidy and, as such, there is no assurance that all of the conditions will be satisfied or, if satisfied, when the transactions contemplated by the Consolidation, including delisting, will complete. Accordingly, the exact timing for effecting the Consolidation is not currently known, however, it is the intention to effect the Consolidation as soon as practical once all conditions and approval requirements have been met.
Due to the uncertainties and technical difficulties that Cassidy has experienced over the past several years with respect to its Kouroussa Gold Project, as well as its current circumstance, the lack of liquidity for shareholders and the additional expenditures and resources required in meeting reporting obligations associated with a publicly traded company, the Board of Directors determined that there is little benefit to Cassidy remaining as a public company and, accordingly, determined they should accept the "going private" proposal presented by the Majority Shareholder Group as in the best interests of the Company and an opportunity for shareholders to realize value for their shares.
Cassidy will announce by news release the date for the special meeting of shareholders once it has been set.
About Cassidy Gold Corp.
Cassidy is a Canadian mineral development company focused on gold discovery in the Republic of Guinea, West Africa. The Company owns a 100% interest, subject to a 15% state participation, in the Kouroussa Gold Project in the Republic of Guinea.
For additional information, please contact:
James T. Gillis, President
Telephone: (250) 574-5011
This news release contains certain statements that may be deemed "forward-looking statements. Forward looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential" and similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur. Although Cassidy Gold Corp. believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or realities may differ materially from those in forward looking statements. Forward looking statements are based on the beliefs, estimates and opinions of Cassidy Gold Corp.'s management on the date the statements are made. Except as required by law, Cassidy Gold Corp. undertakes no obligation to update these forward-looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change.
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 news release.
THIS PRESS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS, IS NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, AND DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO SELL ANY OF THE SECURITIES DESCRIBED HEREIN IN THE UNITED STATES. THESE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS UNLESS REGISTERED OR EXEMPT THEREFROM.
You can view the Next News Releases item: Mon Mar 13, 2017, CASSIDY GOLD CORP. ANNOUNCES DATE FOR SHAREHOLDING MEETING TO APPROVE GOING PRIVATE TRANSACTION
You can view the Previous News Releases item: Tue Feb 9, 2016, Cassidy Gold Corp. Announces Corporate Update