First Mining Urges Coastal Gold Shareholders to Vote Against Sulliden Acquisition Proposal
April 30, 2015
VANCOUVER, BRITISH COLUMBIA--(Marketwired - April 30, 2015) - Further to its previous news release announcing the rejection of the offer (the "First Mining Proposal") by First Mining Finance Corp. (TSX VENTURE:FF) ("First Mining") to acquire all of the common shares of Coastal Gold Corp. (TSX VENTURE:COD) ("COD") First Mining is urging all independent shareholders of COD to vote against the proposed offer by Sulliden Mining Capital Inc. (TSX:SMC) ("Sulliden") to acquire all of the shares of COD under a plan of arrangement.
Under the First Mining Proposal, each common share of COD would be exchanged for 0.122 common shares in the capital of First Mining. The First Mining Proposal implies a value of $0.0494 per COD common share equalling a transaction value of $8,461,374. Under the revised offer terms from Sulliden each common share of COD would be exchanged for 0.05 of a common share of Sulliden plus a payment of $0.01 in cash per share which implies a value of $0.0233 per COD common share equalling a total transaction value of $3,765,311, based on the closing market price of the shares of First Mining, COD and Sulliden on April 29, 2015.
First Mining continues to believe that the First Mining Proposal offers substantially greater value to COD shareholders than the revised offer by Sulliden, for the reasons outlined in our previous news release. First Mining remains strongly committed to completing a business combination with COD. In the event that the Sulliden transaction fails to obtain the necessary shareholder approval First Mining is willing to renew its offer to acquire all the issued and outstanding shares of COD either by way of a Plan of Arrangement if COD's board is in agreement, or, if management of COD continues to refuse the First Mining offer or refuses to negotiate, then under a takeover bid.
First Mining is therefore encouraging all independent shareholders of COD vote against the Sulliden transaction at the meeting of COD shareholders scheduled for May 6, 2015 (the "Shareholder Meeting"). COD shareholders who haven't voted already must do so by 10:00 a.m. (Toronto time) on May 4, 2015. COD shareholders who have already voted, can change their votes at any time before 5:00 pm. (Toronto time) on May 5, 2015. Detailed instructions are given below and in COD's management information circular delivered in connection with the Shareholder Meeting.
Keith Neumeyer, chairman of First Mining, stated, "We believe that the COD shareholders are being asked to approve a transaction that does not represent fair value for their COD shares. Shareholders of COD and others have expressed concern to us about the close relationship between directors and management of COD, Sulliden and Forbes & Manhattan Inc. Fortunately, our securities laws place some limits on the ability of related parties to complete transactions where there is a conflict of interest. Sulliden and Forbes & Manhattan cannot ram this deal through unless they obtain the approval of the independent shareholders at the upcoming Shareholder Meeting. This is an opportunity for the independent shareholders to make their voices heard and reject this undervalued transaction. Every vote counts and we urge all independent shareholders to get out the vote."
The Sulliden transaction requires approval by a minimum of 66 2/3% of the votes cast by COD shareholders represented in person or by proxy at the Shareholder Meeting, as well as approval by a majority of the votes cast by the independent shareholders. As disclosed in COD's information circular, shares held by Forbes & Manhattan and Bill Pearson will not be counted for purposes of such vote because they are "related parties" as required by Multilateral Instrument 61-101 - Protection of Minority Shareholders in Special Transactions.
In order to vote against the Sulliden transaction COD shareholders should complete a form of proxy or voting information form and deliver it prior to 10:00 a.m. on May 4, 2015, to COD's transfer agent, TMX Equity Transfer Services Inc., 200 University Avenue, Suite 300, Toronto, Ontario M5H 4H1 or by toll free North American fax number (416) 595-9593. COD shareholders should also check the box withholding discretionary authority unless they intend to appoint a proxyholder who is not a member of management of COD.
In order to change previously cast votes COD shareholders who have already submitted forms of proxy or voting information forms voting in favour of the Sulliden transaction can change their votes by signing a new proxy or voting information form bearing a later date and delivering it prior to 5:00 p.m. (Toronto time) on May 5, 2015 to COD's transfer agent, TMX Equity Transfer Services Inc., 200 University Avenue, Suite 300, Toronto, Ontario M5H 4H1 or by toll free North American fax number (416) 595-9593.
This release relates to common shares of Coastal Gold Corp., 65 Queen Street West, Suite 815, Toronto, Ontario, M5H 2M5. This release is being issued by First Mining. Except for certain private communications, all communications with respect to the subject matter of this release will be made by First Mining by broadcast, speech or publication. First Mining will bear the costs and expenses associated with such solicitation. None of First Mining, its affiliates or its directors or officers own any shares of COD. First Mining, its affiliates and its directors and officers have a material interest in the matters to be considered at the Shareholder Meeting as a result of the First Mining Proposal.
About First Mining Finance Corp.
First Mining Finance Corp. is a mineral property holding company whose principal business activity is to acquire and hold high-quality mineral assets with a focus in the Americas. First Mining currently holds a portfolio of 18 mineral assets in Mexico and the United States with a focus on gold. Ultimately our goal is to increase our portfolio of mineral assets through acquisitions which are expected to be comprised of gold, silver, copper, lead, zinc and nickel.
Cautionary Note Regarding Forward-Looking Statements
This press release includes certain "forward-looking information" and "forward-looking statements" (collectively "forward-looking statements") within the meaning of applicable Canadian and United States securities legislation including the United States Private Securities Litigation Reform Act of 1995. Forward looking statements include, but are not limited to, statements regarding the superiority of the First Mining Proposal to Sulliden's offer and statements regarding a renewal of First Mining's offer. All statements, other than statements of historical fact, included herein including, without limitation, statements relating to the future operating or financial performance of First Mining, are forward-looking statements. Forward-looking statements are frequently, but not always, identified by words such as "expects", "anticipates", "believes", "intends", "estimates", "potential", "possible", and similar expressions, or statements that events, conditions, or results "will", "may", "could", or "should" occur or be achieved. Actual future results may differ materially. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Factors which could cause such forward-looking statements to be incorrect include, among other things, changes in the relative market prices and trading volume of the shares of First Mining, COD and Sulliden, the risk that COD completes a transaction with Sulliden, the risk of legal or regulatory action against First Mining, and the other risk factors set out in First Mining's filing statement dated March 18, 2015. First Mining's forward-looking statements reflect the beliefs, opinions and projections on the date the statements are made. Except as required by law, First Mining assumes no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law.
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.