Inlet Resources Ltd. (TSX VENTURE:INL) (the “Company” or “Inlet“) is pleased to announce that it has entered into a binding letter agreement (the “Letter Agreement“) pursuant to which it has agreed to acquire all of the issued and outstanding shares (the “Citation Shares“) of Citation Resources Inc. (TSX VENTURE:CTT) (“Citation“) from the shareholders of Citation (the “Citation Shareholders“) in exchange for common shares (“Inlet Shares“) of Inlet (the “Merger“).
David Baker, Inlet’s President and CEO, commented: “Inlet is pleased to enter this transaction with Citation, as we believe the experience and assets we bring to the Merger will result in a timely and effective exploitation of the significant opportunity inherent in Citation’s Biricu Project in Mexico. The Biricu Project comprises more than 41,000 hectares of highly prospective ground, which is believed by Citation to be the direct on-strike extension of five skarn deposits in the Guerrero Gold Belt, being El Limon-Los Guajes, held by Torex Gold Resources Inc.; Bermejal, Los Filos, and Nukay, held by Goldcorp Inc.; and Ana Paula, held by Newstrike Capital Inc.”
Key Merger Terms
Pursuant to the Merger, Citation Shareholders will receive half of an Inlet Share for each Citation Share held by them (the “Exchange Ratio“) on the date the Merger is completed (the “Closing“). Citation has advised that there will be 39,569,287 Citation Shares issued prior to Closing. As such, Inlet expects to issue approximately 19,784,644 shares on Closing and will have approximately 37,251,959 shares issued post-Closing, prior to the issuance of shares under the Financing discussed below.
The Letter Agreement contemplates that the Merger will be effected by a statutory plan of arrangement or such alternate structure as is agreed to by the parties. As a result, following the Closing, it is anticipated that Citation will become a wholly owned subsidiary of Inlet and Citation Shareholders will become shareholders of Inlet. Citation’s existing directors shall be entitled to nominate two members of the board of directors of Inlet, which shall be comprised of five persons after giving effect to the Merger.
All unexercised Citation options that have not been exercised prior to the Closing will become exercisable for Inlet Shares, in accordance with Citation’s stock option plan and at the Exchange Ratio.
The parties intend to enter into a definitive agreement prior to May 30, 2014 incorporating the terms of the Letter Agreement together with other terms customary for transactions of this nature (the “Definitive Agreement“). The parties’ obligations to close the Merger will be subject to conditions precedent to be specified in the Definitive Agreement including, among other things, completion of satisfactory due diligence by each of the parties, the receipt of all necessary consents, approvals and other authorizations of any regulatory authorities, shareholders or third parties, including receipt by Inlet of an independent technical report on the Biricu Property satisfying the requirements of the TSX Venture Exchange, and, if necessary, receipt of a favourable fairness opinion in respect of the Merger acceptable to the board of directors of Citation.
The Letter Agreement includes customary deal-protection provisions in favour of Inlet, including a customary non-solicitation covenant from Citation until May 30, 2014, and a break fee of $150,000 if, following an unsolicited superior proposal, Citation wishes to terminate the Letter Agreement and pursue that proposal. However, if an unsolicited, superior proposal is to be pursued by Citation, Inlet has a customary five-day right to match such a proposal, provided such matching proposal is accompanied by a non-refundable payment of $100,000 to Citation.
Pursuant to the Letter Agreement, Citation has agreed to use reasonable efforts to cause the directors and officers of Citation to enter into lock-up agreements with Inlet, pursuant to which they will vote their Citation Shares in favour of the Merger. The lock-up agreements provide that the Citation directors and officers may under certain circumstances terminate the lock-up agreements upon accepting an unsolicited superior proposal.
Private Placement Financing
In addition, the Letter Agreement contemplates that Inlet will complete an equity non-brokered private placement of units (“Units“) at a price of $0.15 per Unit, concurrently with the Closing, to raise proceeds of up to $1,500,000 (the “Financing“). Each Unit will be comprised of one Inlet Share and one warrant exercisable to purchase an additional Inlet Share at a price of $0.25 for a period of one year. The net proceeds of the Financing will be used to fund the exploration and development of the Biricu Project.
About Inlet Resources Ltd.
Inlet is a publicly listed company with a focus on acquiring mineral projects that will provide the opportunity to enhance shareholder value. The Company is incorporated in British Columbia and is a reporting issuer in British Columbia, Alberta and Ontario.
About Citation Resources Inc.
Citation is a growth-oriented company, based in Vancouver, dedicated to the exploration and development of precious and base metal resources. Citation has an option agreement with Esperanza Resources Corp. (a subsidiary of Alamos Gold Inc.) to acquire a 100% interest in the Biricu Project mineral exploration concession located in Guerrero State, Mexico. The Biricu Project comprises more than 41,000 hectares of highly prospectable ground and management believes that the Biricu Project is the direct on-strike extension of five skarn deposits in the Guerrero Gold Belt (El Limon-Los Guajes – Torex Gold Resources Inc.; Bermejal, Los Filos, and Nukay – Goldcorp Inc.; Ana Paula – Newstrike Capital Inc.).
Certain statements in this news release contain forward-looking information. These statements include, but are not limited to, statements with respect to the Merger and the Financing, including the terms thereof and the planned closing time, and with respect to Citation’s Biricu Project. These statements address future events and conditions and, as such, involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of to be materially different from any future results, outcome, performance or achievements expressed or implied by the statements. Such factors include, among others, the overarching risk that the Merger will not close, the risk that the parties will not be able to reach a Definitive Agreement by May 30, 2014, the risk that the parties will not be able to obtain an independent technical report, risks related to the availability of financing and the future price of metals, the risk of a Competing Proposal and the timing and amount of expenses related to the Merger. With respect to the Biricu Project, risk factors include the price of metals, results of exploration activities, relations with locals, the availability of exploration equipment, and risks related to the exercise of the option agreement with Esperanza Resources Corp. There can be no assurances that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Accordingly, the reader should not place any undue reliance on forward-looking information or statements. The Company undertakes no obligation to update forward-looking information or statements, other than as required by applicable law. The Company makes no implication that the mineralization of the property comprising the Biricu Project will be similar to that of adjacent properties.
ON BEHALF OF THE BOARD OF DIRECTORS
David Baker, President and CEO
Visit our website at www.inlet-resources.com.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
President and CEO
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