Toronto, Ontario--(Newsfile Corp. - January 20, 2017) - Royal Road Minerals Limited (TSXV: RYR) ("Royal Road Minerals") and Caza Gold Corp. (TSXV: CZY) ("Caza") are pleased to jointly announce that Royal Road Minerals has formally commenced an offer (the "Offer") to the shareholders of Caza Gold Corp. ("Caza") to acquire all of the issued and outstanding common shares of Caza (the "Caza Shares") in exchange for ordinary shares of Royal Road Minerals (the "Royal Road Shares"). Holders of Caza Shares that accept the Offer will receive 0.16 of a Royal Road Share in exchange for each Caza Share acquired by Royal Road Minerals under the Offer.
THE OFFER WILL BE OPEN FOR ACCEPTANCE UNTIL 11:59 P.M. (PACIFIC TIME) ON FEBRUARY 27, 2017 UNLESS THE OFFER IS EXTENDED OR WITHDRAWN BY ROYAL ROAD MINERALS.
Caza has determined, and hereby states that the initial deposit period for the Offer shall be for a minimum period of 35 days commencing on January 20, 2017, the date of the Offer, and this news release constitutes a "deposit period news release", as contemplated under applicable Canadian securities laws in this regard.
Today, Royal Road Minerals will mail the Offer and take-over bid circular (collectively, the "Bid Circular"), and the related letter of acceptance and transmittal and notice of guaranteed delivery (collectively, the "Offer Documents") to Caza's shareholders (the "Caza Shareholders"), registered holders of convertible securities of Caza and other persons who are entitled to receive those documents under applicable laws. Included in the mailing to Caza shareholders is Caza's directors' circular, also dated January 20, 2017.
The board of directors of Caza has unanimously determined that the Offer is fair to Caza shareholders and in the best interest of Caza and Caza's shareholders and unanimously recommends that Caza's shareholders accept the Offer and deposit their Caza Shares to the Offer.
As previously announced, Royal Road Minerals and Caza have entered into an amended support agreement, pursuant to which Caza agreed to support the Offer. Royal Road Minerals also entered into amended lock-up agreements with Caza's largest shareholder and its directors and officers that hold Caza Shares, whereby these Caza Shareholders have each agreed to tender all of their Caza Shares to the Offer. Collectively, these supporting Caza Shareholders beneficially hold an aggregate of 115,879,351 Caza Shares, representing approximately 82% of the outstanding Caza Shares on both a non-diluted and fully-diluted "in the money" basis. In addition, all of Caza's directors and officers have entered into separate agreements with Caza and Royal Road Minerals, whereby each such director and officer agreed to resign from all offices with Caza and release Caza from any claims against Caza, including the change of control, severance or termination payments to which they may otherwise have been entitled as a result of the Offer. No consideration was paid or is payable to these individuals by Caza or Royal Road Minerals in connection with these agreements. Copies of the above-mentioned agreements will be available for viewing and download on SEDAR at www.sedar.com.
Successful completion of the Offer is subject to a number of customary conditions, including: (i) there being deposited under the Offer, and not withdrawn, at least 90% of the outstanding Caza Shares (calculated on a fully diluted basis), excluding Caza Shares held by Royal Road Minerals; (ii) receipt of all governmental, regulatory and third party approvals that Royal Road Minerals considers necessary or desirable in connection with the Offer; and (iii) no material adverse change having occurred in the business, affairs, prospects or assets of Caza.
Full details of the Offer are contained in the Bid Circular that has been filed with the applicable Canadian securities regulatory authorities, and securityholders of Caza are urged to read the Offer Documents and to consider the important information set out therein. Copies of the Offer Documents may be obtained free of charge on SEDAR at www.sedar.com.
