|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.
Between 2005 and 2020, data volumes will grow by a factor of 300 – enough data to stack CDs from the earth to the moon 162 times. This has come to be known as the ‘big data’ phenomenon. Unfortunately, traditional approaches to handling, storing and analyzing data aren’t adequate at this scale: they’re too costly, slow and physically cumbersome to keep up. Fortunately, in response a new breed of technology has emerged that is cheaper, faster and more scalable. Yet, in meeting these new needs they...
Dec. 10, 2016 02:00 AM EST Reads: 1,981
Complete Internet of Things (IoT) embedded device security is not just about the device but involves the entire product’s identity, data and control integrity, and services traversing the cloud. A device can no longer be looked at as an island; it is a part of a system. In fact, given the cross-domain interactions enabled by IoT it could be a part of many systems. Also, depending on where the device is deployed, for example, in the office building versus a factory floor or oil field, security ha...
Dec. 10, 2016 02:00 AM EST Reads: 540
An IoT product’s log files speak volumes about what’s happening with your products in the field, pinpointing current and potential issues, and enabling you to predict failures and save millions of dollars in inventory. But until recently, no one knew how to listen. In his session at @ThingsExpo, Dan Gettens, Chief Research Officer at OnProcess, discussed recent research by Massachusetts Institute of Technology and OnProcess Technology, where MIT created a new, breakthrough analytics model for s...
Dec. 10, 2016 01:30 AM EST Reads: 748
When it comes to cloud computing, the ability to turn massive amounts of compute cores on and off on demand sounds attractive to IT staff, who need to manage peaks and valleys in user activity. With cloud bursting, the majority of the data can stay on premises while tapping into compute from public cloud providers, reducing risk and minimizing need to move large files. In his session at 18th Cloud Expo, Scott Jeschonek, Director of Product Management at Avere Systems, discussed the IT and busin...
Dec. 10, 2016 01:30 AM EST Reads: 3,993
"We are the public cloud providers. We are currently providing 50% of the resources they need for doing e-commerce business in China and we are hosting about 60% of mobile gaming in China," explained Yi Zheng, CPO and VP of Engineering at CDS Global Cloud, in this SYS-CON.tv interview at 19th Cloud Expo, held November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA.
Dec. 10, 2016 01:15 AM EST Reads: 1,212
In his general session at 19th Cloud Expo, Manish Dixit, VP of Product and Engineering at Dice, discussed how Dice leverages data insights and tools to help both tech professionals and recruiters better understand how skills relate to each other and which skills are in high demand using interactive visualizations and salary indicator tools to maximize earning potential. Manish Dixit is VP of Product and Engineering at Dice. As the leader of the Product, Engineering and Data Sciences team at D...
Dec. 10, 2016 01:00 AM EST Reads: 1,257
Keeping pace with advancements in software delivery processes and tooling is taxing even for the most proficient organizations. Point tools, platforms, open source and the increasing adoption of private and public cloud services requires strong engineering rigor - all in the face of developer demands to use the tools of choice. As Agile has settled in as a mainstream practice, now DevOps has emerged as the next wave to improve software delivery speed and output. To make DevOps work, organization...
Dec. 10, 2016 12:45 AM EST Reads: 455
"We are a custom software development, engineering firm. We specialize in cloud applications from helping customers that have on-premise applications migrating to the cloud, to helping customers design brand new apps in the cloud. And we specialize in mobile apps," explained Peter Di Stefano, Vice President of Marketing at Impiger Technologies, in this SYS-CON.tv interview at 19th Cloud Expo, held November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA.
Dec. 10, 2016 12:30 AM EST Reads: 606
"We're a cybersecurity firm that specializes in engineering security solutions both at the software and hardware level. Security cannot be an after-the-fact afterthought, which is what it's become," stated Richard Blech, Chief Executive Officer at Secure Channels, in this SYS-CON.tv interview at @ThingsExpo, held November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA.
Dec. 9, 2016 11:30 PM EST Reads: 1,150
In this strange new world where more and more power is drawn from business technology, companies are effectively straddling two paths on the road to innovation and transformation into digital enterprises. The first path is the heritage trail – with “legacy” technology forming the background. Here, extant technologies are transformed by core IT teams to provide more API-driven approaches. Legacy systems can restrict companies that are transitioning into digital enterprises. To truly become a lead...
Dec. 9, 2016 10:45 PM EST Reads: 538
In IT, we sometimes coin terms for things before we know exactly what they are and how they’ll be used. The resulting terms may capture a common set of aspirations and goals – as “cloud” did broadly for on-demand, self-service, and flexible computing. But such a term can also lump together diverse and even competing practices, technologies, and priorities to the point where important distinctions are glossed over and lost.
Dec. 9, 2016 10:30 PM EST Reads: 1,727
Video experiences should be unique and exciting! But that doesn’t mean you need to patch all the pieces yourself. Users demand rich and engaging experiences and new ways to connect with you. But creating robust video applications at scale can be complicated, time-consuming and expensive. In his session at @ThingsExpo, Zohar Babin, Vice President of Platform, Ecosystem and Community at Kaltura, discussed how VPaaS enables you to move fast, creating scalable video experiences that reach your aud...
Dec. 9, 2016 10:00 PM EST Reads: 312
All clouds are not equal. To succeed in a DevOps context, organizations should plan to develop/deploy apps across a choice of on-premise and public clouds simultaneously depending on the business needs. This is where the concept of the Lean Cloud comes in - resting on the idea that you often need to relocate your app modules over their life cycles for both innovation and operational efficiency in the cloud. In his session at @DevOpsSummit at19th Cloud Expo, Valentin (Val) Bercovici, CTO of Soli...
Dec. 9, 2016 09:45 PM EST Reads: 2,009
"Once customers get a year into their IoT deployments, they start to realize that they may have been shortsighted in the ways they built out their deployment and the key thing I see a lot of people looking at is - how can I take equipment data, pull it back in an IoT solution and show it in a dashboard," stated Dave McCarthy, Director of Products at Bsquare Corporation, in this SYS-CON.tv interview at @ThingsExpo, held November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA.
Dec. 9, 2016 09:30 PM EST Reads: 1,284
What happens when the different parts of a vehicle become smarter than the vehicle itself? As we move toward the era of smart everything, hundreds of entities in a vehicle that communicate with each other, the vehicle and external systems create a need for identity orchestration so that all entities work as a conglomerate. Much like an orchestra without a conductor, without the ability to secure, control, and connect the link between a vehicle’s head unit, devices, and systems and to manage the ...
Dec. 9, 2016 08:00 PM EST Reads: 1,025