Details of Distribution to Shareholders
December 23 2013 - 11:44AM
Marketwired
Details of Distribution to Shareholders
SYDNEY, AUSTRALIA--(Marketwired - Dec 23, 2013) - Compass Gold
Corporation (TSX-VENTURE:CVB) ("Compass" or the "Company")
announces that it in the process of completing a distribution
(return of capital) to shareholders, on the basis of five (5) fully
paid ordinary shares in Oklo Resources Limited (ASX:OKU) ("Oklo")
Shares for every one (1) Compass share held (the
"Distribution").
The Distribution arises from the transaction whereby the Company
sold substantially all of its assets to Oklo, which as finalised on
December 11, 2013 (the "Transaction").
The Transaction is described in news releases by Compass dated
July 30, 2013, September 12, 2013, November 28, 2013 and December
11, 2013 and as more fully described in the Company's Information
Circular dated October 28, 2013 ("Information Circular"), all
available under the Company's profile at www.sedar.com.
The Distribution is occurring the Distribution is occurring in
two stages
(i) |
Stage
1 - on December 23, 2013 to registered shareholders whose interests
are reflected directly in the Company share register; and |
|
|
(ii) |
Stage
2 - on or about January 2, 2014 to the Company's shareholders whose
interests are reflected through CDS & Co, CEDE & Co or West
Canada Depository Trust Company, following the due bill redemption
date on December 30, 2013. |
The two-stage approach has resulted from the "due bills" process
implemented by the TSX Venture Exchange (the "Exchange") and
specifically the ex-distribution date of December 24, 2013. The
"due bills" process and requirement is more fully set out in and
Exchange Bulletin dated December 12, 2013.
As a result of the two-stage distribution process, Compass and
Oklo have agreed to vary the Share Sale Agreement between the
parties dated September 12, 2013 (as more fully described in the
Information Circular) to extend the time required for the
Distribution to occur by a further 14 days to January 8, 2013. The
Company undertakes to complete the Stage 2 distribution as soon as
practical following the provision of shareholder information from
CDS & Co, CEDE & Co or West Canada Depository Trust Company
on December 31, 2013.
Subsequent to the Distribution, Compass will be a shell company
and it is expected that Compass will be suspended from trading on
the TSXV and will trade on the NEX board of the TSXV.
COMPASS GOLD CORPORATION
Ian Spence, President and CEO
NEITHER THE 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 NEWS RELEASE.
Forward-Looking Information
This news release may include "forward-looking statements" or
"forward-looking information" as defined in applicable Canadian
securities laws. Forward-looking statements include, but are not
limited to, the timing of the completion of the Distribution which
is beyond the control of Compass. Forward-looking statements are
based on a number of factors or assumptions including, but not
limited to, obtaining regulatory approvals on a timely basis and
Compass being able to complete the Distribution on a timely basis.
Forward-looking statements are subject to various known and unknown
risks and uncertainties, including, but not limited to: the risk of
unanticipated costs and expenses; delays in the Distribution;
regulatory restrictions, including escrow or resale restrictions on
the Consideration Shares; and other risks and uncertainties.
Investors are cautioned that any such statements are not guarantees
of future performance and that actual results or developments may
differ materially from those projected in the forward-looking
statements. Such forward-looking information represents
management's best judgment based on information currently
available. No forward-looking statement can be guaranteed and
actual future results may vary materially. Additional risks and
uncertainties about Compass' business are more fully discussed in
the Company's disclosure materials, including its MD&A, filed
with the securities regulatory authorities in Canada and available
at www.sedar.com and readers are urged to read these materials.
Compass does not undertake any obligation to update any
forward-looking statement, except as required by applicable
law.
Compass Gold CorporationJames HendersonChairman+61 2 8823
3100info@compassgoldcorp.comCompass Gold CorporationIan
SpencePresident & CEO+61 2 8823
3100info@compassgoldcorp.comwww.compassgoldcorp.com
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