ENP Newswire -
Release date- 01072014 -
Shareholders of the Company approved, among other things, the name change and Share Consolidation at the annual and special meeting of the Company held on
Crown has filed the letter of transmittal on www.sedar.com, on
The letter of transmittal describes the process by which shareholders may obtain new certificates representing their consolidated common shares. Shareholders are requested to deliver original old share certificates along with the completed transmittal letter by courier or in person to
Shareholders who hold their shares through a broker or other intermediary and do not have shares registered in their name will not need to complete a letter of transmittal. No fractional shares will be issued under the Share Consolidation, and any fraction will be rounded down to the nearest whole number.
Following the Share Consolidation, Crown had 9,384,961 common shares issued and outstanding (not including the shares issued pursuant to the nonbrokered Private Placement completed after the Share Consolidation as described below.). The exercise price and the number of common shares issuable of the exercise of all outstanding options and warrants of the Company will be adjusted accordingly to reflect the Share Consolidation.
In addition, the Company announces the completion of a non-brokered private placement previously announced on
Each Warrant will entitle the holder thereof to acquire one Common Share at a price of
The indirect and direct participation in the Private Placement by insiders of the Company constitutes a 'related party transaction' as such term is defined under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ('MI 61-101'). Insiders of the Company acquired directly and indirectly a total of
The Company is relying on the exemptions from the formal valuation and minority approval requirements under MI 61-101. The Company is exempt from the formal valuation requirement of MI 61-101 based on section 5.5(b) of MI 61-101 as no securities of the Company are listed or quoted for trading on the
Additionally, the Company is exempt from obtaining minority shareholder approval in connection with the Private Placement by relying on section 5.7(1)(b) of MI 61-101 as, in addition to the foregoing, (i) neither the fair market value of the Units nor the consideration received in respect thereof from 'interested parties' as defined by MI 61-101 would exceed
As part of the insider amount included above, Mr.
A material change report in connection with the Private Placement will be filed less than 21 days before the closing of the Private Placement. This shorter period is reasonable and necessary in the circumstances as the Company wished to complete the Private Placement in a timely manner.
The Company will use the proceeds of the Private Placement to satisfy accounts payable and to reduce debt, for exploration and development work at its
For more information please see the Crown website at www.crowngoldcorp.com.
Tel: (416) 361-2827
This press release contains forward-looking statements within the meaning of applicable Canadian and U.S. securities laws and regulations, including statements regarding the future activities of the Company. Forward looking statements reflect the current beliefs and expectations of management and are identified by the use of words including 'will', 'anticipates', 'expected to', 'plans', 'planned' and other similar words. Actual results may differ significantly.
The achievement of the results expressed in forward-looking statements is subject to a number of risks, including those described in the Company's management discussion and analysis as filed with the Canadian securities regulatory authorities which are available at www.sedar.com. Investors are cautioned not to place undue reliance upon forward-looking statements.
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