Castle Peak Announces Results Of 2013 Annual General And Special Meeting Of Shareholders; Closes $2 Million Financing With Strategic Partners
Vancouver, B.C., July 10, 2013 - Castle Peak Mining Ltd. ("Castle Peak" or the "Company", TSX.V: CAP) is pleased to announce the results of its Annual General and Special Meeting of shareholders (the "Meeting"), including the approval of new "control persons" and the closing of the previously announced private placement of 40,000,000 units at $0.05 per unit for gross proceeds of $2 million (the "Offering").
Results of the Meeting
At the Meeting on July 4, 2013, Brian Lock, Peter Hawley, Darren Lindsay, Allan Green, Randal Gindi and Jurgen Eijgendaal were elected as directors. In addition, all items put forth at the Meeting were approved by the shareholders, including an ordinary resolution to ratify and approve the amended stock option plan, two ordinary resolutions of disinterested shareholders to approve the creation of two new control persons, being Marsevia Holdings Ltd. ("Marsevia") and Candel and Partners SAS ("Candel"), and an ordinary resolution of disinterested shareholders to approve the Offering, all as set out in the Company's Management Information Circular dated June 6, 2013, except as noted below.
The Offering and New Control Persons
In the Meeting materials mailed to shareholders, the Company proposed an ordinary resolution to approve the Offering, as required by Multilateral Instrument 61-101, and two ordinary resolutions to approve Marsevia and Candel as "control persons", as required by the TSX Venture Exchange ("TSXV"). Prior to the Meeting, the Company was advised that Marsevia would be wholly-owned by Grizal Enterprises Ltd. ("Grizal"), a current "control person" of the Company, and that Candel would subscribe directly for units in the Offering, rather than holding units beneficially through Marsevia. After discussions with the TSXV, the Company presented a proposed amendment to the resolutions submitted to shareholders at the Meeting to reflect Marsevia and Candel each subscribing separately for 20,000,000 units. The full text of the resolutions, as amended, has been posted on the Company's website at www.castlepeakmining.com. At the Meeting, disinterested shareholders voted 99.17% in favour of the amended resolutions approving the Offering and the creation of two new control persons, being Marsevia and Candel.
Closing the Offering
After obtaining disinterested shareholder approval at the Meeting, the Company proceeded to close the Offering and on July 10, 2013 the Company issued 20,000,000 units to each of Marsevia and Candel. Each unit consisted of one common share ("Share") and one transferable share purchase warrant ("New Warrant"), with each New Warrant entitling the holder to acquire one additional Share at a price of $0.10 per Share for a period of 36 months from the closing of the Offering, subject to adjustment in certain stated events. The Shares and New Warrants issued to Marsevia and Candel are subject to customary hold periods under applicable securities legislation which will expire on November 11, 2013.
As a condition of closing the Offering, Grizal and Candel cancelled all existing warrants and broker warrants held by them or their affiliates immediately prior to closing the Offering. Upon closing of the Offering, Castle Peak's share structure now consists of 116,096,692 common shares, 43,385,322 warrants, and 5,442,500 options for a fully diluted capital of 164,924,514 common shares. Of these securities, Grizal, Candel and their affiliates hold, directly or indirectly, 65,318,706 common shares and 40,000,000 warrants representing 56.26% of the issued and outstanding shares on a non-diluted basis (67.47% on a partially-diluted basis).
Concurrent with closing the Offering, the Company also announces the repayment of the previously announced $100,000 bridge loan from Candel, and cancellation of the outstanding promissory note.
Pursuant to the terms of the Offering, Marsevia, Grizal and Candel have the right to jointly nominate one individual to be appointed to the Board of Directors of Castle Peak after closing of the Offering. At any subsequent shareholders' meeting of the Company held following closing, the Company has agreed to include one nominee designated jointly by Marsevia, Grizal and Candel on the slate of the proposed Board of Directors for so long as Marsevia, Grizal and Candel on an aggregate basis continue to hold, directly or indirectly, at least 35% of the issued and outstanding shares of Castle Peak.
The total gross proceeds of the Offering will be used by the Company to further exploration and development at its Akorade Project working towards a preliminary economic assessment, and for general working capital purposes.
About Castle Peak
Castle Peak Mining Ltd. is a Canadian-based exploration and development company focused on advancing greenfields and early stage gold projects. The Company holds a strategic land package in the Ashanti belt adjacent to several producing gold mines in Ghana, West Africa. The Ashanti belt is known as one of the most prolific gold belts in the world, putting Ghana as the second largest gold producer in Africa with past production of >150 million ounces. The investment inflow for Ghana's mining sector was $2.5 billion from 2009 to 2011, with increasing annual production reaching 3.6 million ounces in 2011 (source: Ghana Business News, November 11, 2012).
On behalf of the Board of Castle Peak Mining Ltd.:
President and Chief Executive Officer
For additional information please visit www.castlepeakmining.com or contact:
Marlo Hamer-Jackson, Investor Relations Manager
Tel: 604 681 1466 (X225)
Except for statements of historical fact, this news release contains certain 'forward-looking information' and 'forward-looking statements' within the meaning of applicable securities laws including statements regarding the anticipated use of proceeds of the Offering. Such forward-looking statements are based on the opinions and estimates of management at the date the statements are made, and are subject to known and unknown risks, uncertainties and assumptions that could cause actual results to vary materially from the anticipated results or events predicted in these forward-looking statements, including those risk factors identified in the Company's Annual MD&A filed under the Company's SEDAR profile. As a result, readers are cautioned not to place undue reliance on these forward-looking statements. The forward-looking statements contained in this news release are made as of the date of this release. Except as required by applicable law, Castle Peak disclaims any intention and assumes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
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.