Castle Peak Announces Warrant Amendment
THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES
Vancouver, B.C., July 15, 2016 -- Castle Peak Mining Ltd. ("Castle Peak" or the "Company", TSX.V: CAP), reports that its board of directors has authorized an amendment to the expiry date and reduce the exercise price of certain warrants issued in connection with the Company's private placement which closed on July 10, 2013.
Pursuant to the private placement, an aggregate of 40,000,000 warrants were issued bearing an original expiry date of July 17, 2016 and an exercise price of $0.10 per share, all of which remain unexercised.
The Company is now seeking the approval of the TSX Venture Exchange to extend the expiry date of 20,000,000 of these warrants to December 31, 2017 (the "Amended Warrants"). The 20,000,000 warrants not being extended will expire on July 17, 2016.
The Company is also seeking approval of the TSXV Venture Exchange to reduce the exercise price of the Amended Warrants to $0.05 per share or such other price as may be acceptable to the TSX Venture Exchange.
The Amended Warrants are held by parties who are considered to be "related parties" of the Company. Therefore, the amendment of the Amended Warrants constitutes a "related party transaction" as contemplated by Multilateral Instrument 61-101 Protection of Minority Shareholders in Special Transactions, and TSXV Policy 5.9 - Protection of Minority Shareholders in Special Transactions. However, the exemptions from formal valuation and minority approval requirements provided for by these guidelines can be relied upon because neither the fair market value of the Amended Warrants nor the fair market value of the consideration paid for the Amended Warrants exceeds 25% of the market capitalization of the Company. A material change report in respect of this related party transaction will be filed by the Company. The material change report could not be filed earlier than 21 days prior to the amendment of the Warrants due to the pending expiry of such warrants.
About Castle Peak
Castle Peak Mining Ltd. is a Canadian-based junior exploration 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.
On behalf of the Board of Castle Peak Mining Ltd.:
President and Chief Executive Officer
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 Offering and the proposed use of proceeds. 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 Filing Statement 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.