|By Marketwired .||
|June 13, 2014 07:00 AM EDT||
VANCOUVER, BRITISH COLUMBIA -- (Marketwired) -- 06/13/14 -- Pilot Gold Inc. (TSX: PLG) ("Pilot Gold" or the "Company") is pleased to announce that it has entered into an arrangement agreement (the "Agreement") with Cadillac Mining Corporation (TSX VENTURE: CQX) ("Cadillac") pursuant to which the Company has agreed to acquire all of the issued and outstanding shares of Cadillac by way of a court-approved plan of arrangement (the "Transaction").
Cadillac's Goldstrike project, located in Western Utah, is a sediment-hosted gold project that produced roughly 209,000 oz of gold from 1988 to 1996 in an open pit heap leach operation.
"Upon closing of the acquisition, Goldstrike will enhance our high quality portfolio of Eastern Great Basin projects," stated Matt Lennox-King, President and CEO. "This transaction provides us with another data rich, past producing, oxide heap leach project that our team will incubate as we continue to advance our Kinsley and TV Tower projects. With two significant porphyry discoveries at TV Tower and ongoing growth at Kinsley, Cadillac shareholders will gain access to our world class advanced exploration portfolio, strong treasury and Pilot Gold's proven technical and management team."
Pursuant to the terms of the Agreement, Cadillac shareholders will receive (i) 0.12195 of a Pilot Gold share and (ii) 0.12195 of a Pilot Gold share purchase warrant ("Pilot Warrants") for each common share of Cadillac held. Each whole Pilot Warrant shall entitle the holder to acquire one Pilot Gold share at an exercise price of C$2.00. The Pilot Warrants will expire two years from the closing of the Transaction. Existing Cadillac warrants and stock options will be exercisable for Pilot Gold shares, adjusted in respect of exercise price and number, based on the 0.12195 exchange ratio.
The Transaction represents a 121% premium over the previous closing price of Cadillac as of June 12, 2014, the last full trading day prior to the announcement of the Agreement and a 95% premium to the 20-day volume-weighted average price ("VWAP").
The Board of Directors of Cadillac (the "Cadillac Board") have unanimously approved the Transaction and will recommend that Cadillac shareholders vote in favour of the Transaction. Each senior officer of Cadillac, each member of the Cadillac Board and an advisor to Cadillac have entered into voting and support agreements with Pilot Gold pursuant to which each has agreed to vote in favour of the Transaction, which together represent approximately 30.1% of the issued and outstanding common shares of Cadillac.
The Transaction will be carried out by way of a plan of arrangement, the implementation of which will be subject to shareholder approval representing at least 66 2/3% of the votes cast at a special meeting of Cadillac shareholders that is expected to be held in mid-August 2014, followed by the approval of the Superior Court of British Columbia. Pursuant to the terms of the Agreement, the proposed transaction is also subject to applicable regulatory and stock exchange approvals and the satisfaction of certain closing conditions customary in transactions of this nature. The Agreement also provides for, among other things, customary board support and non-solicitation covenants (subject to the fiduciary obligations of the Cadillac Board and a Pilot Gold "right to match").
It is anticipated that the Transaction, if approved by Cadillac's shareholders, will be completed in late August.
Under the Agreement, Pilot Gold will make available to Cadillac an interest-bearing senior secured line of credit of up to $200,000 to meet certain of Cadillac's costs prior to completion of the Transaction. The loan and accrued interest become due and payable upon the occurrence of certain events, including upon termination of the Agreement.
Blake, Cassels & Graydon LLP is acting as legal counsel to Pilot Gold. Legal counsel to Cadillac is McCullough O'Connor Irwin LLP.
ABOUT PILOT GOLD
Pilot Gold is a well-funded gold exploration and development company led by a proven technical team that continues to discover and define high-quality projects featuring strong grades, meaningful size and mining-friendly addresses. Our three key assets include interests in the Kinsley project in Nevada and the TV Tower and Halilaga projects in Turkey, each of which has the ability to become a foundational asset. We also have a pipeline of projects characterized by large land positions and district-wide potential that can meet our growth needs for years to come.
For more information, visit www.pilotgold.com.
Goldstrike is an early-stage exploration project and does not contain any mineral resource estimates as defined by NI 43-101. The legacy data presented herein is provided by Pilot Gold for informational purposes only, and gives no assurance as to its reliability and relevance to any potential or proposed exploration program at Goldstrike. Neither Pilot Gold nor Cadillac have completed any quality assurance program or applied quality control measures to the legacy data, nor has a Qualified Person done sufficient work to verify the source of the legacy data. Accordingly, the legacy data should not be relied upon. Assuming successful completion of the proposed transaction Pilot Gold anticipates verification of some or all of the legacy data, however, the anticipated timing and results of that data verification cannot be ascertained at this time. Confirmation work may produce results that differ substantially.
All statements in this press release, other than statements of historical fact, are "forward-looking information" with respect to Pilot Gold within the meaning of applicable securities laws, including statements that address potential quantity and/or grade of minerals, potential size and expansion of a mineralized zone, proposed timing of exploration and development plans. Forward-looking information is often, but not always, identified by the use of words such as "seek", "anticipate", "plan", "continue", "planned", "expect", "project", "predict", "potential", "targeting", "intends", "believe", "potential", and similar expressions, or describes a "goal", or variation of such words and phrases or state that certain actions, events or results "may", "should", "could", "would", "might" or "will" be taken, occur or be achieved. Forward-looking information is not a guarantee of future performance and is based upon a number of estimates and assumptions of management at the date the statements are made including, among others, assumptions about successful completion of the Plan of Arrangement, future prices of gold, copper, silver and other metal prices, currency exchange rates and interest rates, favourable operating conditions, political stability, obtaining governmental approvals and financing on time, obtaining renewals for existing licences and permits and obtaining required licences and permits, labour stability, stability in market conditions, availability of equipment, accuracy of any mineral resources, successful resolution of disputes and anticipated costs and expenditures. Many assumptions are based on factors and events that are not within the control of Pilot Gold and there is no assurance they will prove to be correct.
Such forward-looking information, involves known and unknown risks, which may cause the actual results to be materially different from any future results expressed or implied by such forward-looking information, including, without limitation risks related to the approval of applicable governmental authorities, required Cadillac shareholder approval and necessary court and stock exchange approvals, the satisfaction or waiver of certain other conditions contemplated by the arrangement agreement, interpretation of historic results at the Goldstrike property, reliance on technical information provided by Cadillac as related to Goldstrike; current economic conditions; future prices of commodities; possible variations in grade or recovery rates; the costs and timing of the development of new deposits; failure of equipment or processes to operate as anticipated; the failure of contracted parties to perform; the timing and success of exploration activities generally; delays in permitting; possible claims against Cadillac, the Company or its joint venture partners; labour disputes and other risks of the mining industry; delays in obtaining governmental approvals, financing or in the completion of exploration as well as those factors discussed in the Annual Information Form of the Company dated March 14, 2014 in the section entitled "Risk Factors", under Pilot Gold's SEDAR profile at www.sedar.com and those risks described in Cadillac's public filings.
Although Pilot Gold has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Pilot Gold disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise unless required by law.
SYS-CON Events announced today BZ Media LLC has been named “Media Sponsor” of SYS-CON's 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. BZ Media LLC is a high-tech media company that produces technical conferences and expositions, and publishes a magazine, newsletters and websites in the software development, SharePoint, mobile development and Commercial Drone markets.
May. 26, 2016 03:00 AM EDT Reads: 3,425
Enterprise networks are complex. Moreover, they were designed and deployed to meet a specific set of business requirements at a specific point in time. But, the adoption of cloud services, new business applications and intensifying security policies, among other factors, require IT organizations to continuously deploy configuration changes. Therefore, enterprises are looking for better ways to automate the management of their networks while still leveraging existing capabilities, optimizing perf...
May. 26, 2016 02:00 AM EDT Reads: 1,085
SYS-CON Events announced today that MangoApps will exhibit at SYS-CON's 18th International Cloud Expo®, which will take place on June 7-9, 2016, at the Javits Center in New York City, NY. MangoApps provides modern company intranets and team collaboration software, allowing workers to stay connected and productive from anywhere in the world and from any device. For more information, please visit https://www.mangoapps.com/.
May. 26, 2016 12:45 AM EDT Reads: 542
A strange thing is happening along the way to the Internet of Things, namely far too many devices to work with and manage. It has become clear that we'll need much higher efficiency user experiences that can allow us to more easily and scalably work with the thousands of devices that will soon be in each of our lives. Enter the conversational interface revolution, combining bots we can literally talk with, gesture to, and even direct with our thoughts, with embedded artificial intelligence, wh...
May. 26, 2016 12:00 AM EDT Reads: 1,892
The IoT is changing the way enterprises conduct business. In his session at @ThingsExpo, Eric Hoffman, Vice President at EastBanc Technologies, discuss how businesses can gain an edge over competitors by empowering consumers to take control through IoT. We'll cite examples such as a Washington, D.C.-based sports club that leveraged IoT and the cloud to develop a comprehensive booking system. He'll also highlight how IoT can revitalize and restore outdated business models, making them profitable...
May. 25, 2016 10:45 PM EDT Reads: 2,623
Many banks and financial institutions are experimenting with containers in development environments, but when will they move into production? Containers are seen as the key to achieving the ultimate in information technology flexibility and agility. Containers work on both public and private clouds, and make it easy to build and deploy applications. The challenge for regulated industries is the cost and complexity of container security compliance. VM security compliance is already challenging, ...
May. 25, 2016 10:00 PM EDT Reads: 1,093
SYS-CON Events announced today that ContentMX, the marketing technology and services company with a singular mission to increase engagement and drive more conversations for enterprise, channel and SMB technology marketers, has been named “Sponsor & Exhibitor Lounge Sponsor” of SYS-CON's 18th Cloud Expo, which will take place on June 7-9, 2016, at the Javits Center in New York City, New York. “CloudExpo is a great opportunity to start a conversation with new prospects, but what happens after the...
May. 25, 2016 10:00 PM EDT Reads: 905
The pace of innovation, vendor lock-in, production sustainability, cost-effectiveness, and managing risk… In his session at 18th Cloud Expo, Dan Choquette, Founder of RackN, will discuss how CIOs are challenged finding the balance of finding the right tools, technology and operational model that serves the business the best. He will discuss how clouds, open source software and infrastructure solutions have benefits but also drawbacks and how workload and operational portability between vendors...
May. 25, 2016 09:00 PM EDT Reads: 1,782
The essence of data analysis involves setting up data pipelines that consist of several operations that are chained together – starting from data collection, data quality checks, data integration, data analysis and data visualization (including the setting up of interaction paths in that visualization). In our opinion, the challenges stem from the technology diversity at each stage of the data pipeline as well as the lack of process around the analysis.
May. 25, 2016 08:30 PM EDT Reads: 1,239
As machines are increasingly connected to the internet, it’s becoming easier to discover the numerous ways Industrial IoT (IIoT) is helping to shape the business world. This is exactly why we have decided to take a closer look at this pervasive movement and to examine the desire to connect more things! Now if you need a refresher on IIoT and how it is changing the world, take a moment and listen to Greg Gorbach with ARC Advisory Group. Gorbach believes, "IIoT will significantly change the worl...
May. 25, 2016 08:00 PM EDT Reads: 1,834
The 19th International Cloud Expo has announced that its Call for Papers is open. Cloud Expo, to be held November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA, brings together Cloud Computing, Big Data, Internet of Things, DevOps, Containers, Microservices and WebRTC to one location. With cloud computing driving a higher percentage of enterprise IT budgets every year, it becomes increasingly important to plant your flag in this fast-expanding business opportunity. Submit y...
May. 25, 2016 06:00 PM EDT Reads: 1,895
Internet of @ThingsExpo, taking place November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA, is co-located with the 19th International Cloud Expo and will feature technical sessions from a rock star conference faculty and the leading industry players in the world and ThingsExpo New York Call for Papers is now open.
May. 25, 2016 05:00 PM EDT Reads: 1,728
Designing IoT applications is complex, but deploying them in a scalable fashion is even more complex. A scalable, API first IaaS cloud is a good start, but in order to understand the various components specific to deploying IoT applications, one needs to understand the architecture of these applications and figure out how to scale these components independently. In his session at @ThingsExpo, Nara Rajagopalan is CEO of Accelerite, will discuss the fundamental architecture of IoT applications, ...
May. 25, 2016 04:45 PM EDT Reads: 968
In his session at 18th Cloud Expo, Bruce Swann, Senior Product Marketing Manager at Adobe, will discuss how the Adobe Marketing Cloud can help marketers embrace opportunities for personalized, relevant and real-time customer engagement across offline (direct mail, point of sale, call center) and digital (email, website, SMS, mobile apps, social networks, connected objects). Bruce Swann has more than 15 years of experience working with digital marketing disciplines like web analytics, social med...
May. 25, 2016 04:00 PM EDT Reads: 1,207
SYS-CON Events announced today that Enzu, a leading provider of cloud hosting solutions, will exhibit at SYS-CON's 18th International Cloud Expo®, which will take place on June 7-9, 2016, at the Javits Center in New York City, NY. Enzu’s mission is to be the leading provider of enterprise cloud solutions worldwide. Enzu enables online businesses to use its IT infrastructure to their competitive advantage. By offering a suite of proven hosting and management services, Enzu wants companies to foc...
May. 25, 2016 03:45 PM EDT Reads: 2,131