×

Chaparral Reports Results of Special Meeting of Shareholders

SCOTTSDALE, Ariz., Dec. 12, 2014 (GLOBE NEWSWIRE) -- Chaparral Gold Corp. ("Chaparral" or the "Company") (TSX:CHL) reports the results of the Company's Special Meeting of Shareholders held on December 12, 2014 in Scottsdale, Arizona (the "Meeting") with respect to a plan of arrangement transaction (the "Arrangement") with Goldrock Mines Corp. ("Goldrock") and Waterton Precious Metals Fund II Cayman, LP ("Fund II").

In accordance with section 11.3 of National Instrument 51-102 (Continuous Disclosure Obligations) the Company hereby reports the results of voting by Chaparral shareholders ("Shareholders") present in person or represented by proxy at the Meeting:

Matter Voted on By Shareholders

Resolution
Vote type
Number of Shares
Voted
Percentage
Voted (%)
The Plan of Arrangement
(with Goldrock Mines Corp. and
Waterton Precious Metals Fund II Cayman, LP)
For

Against
68,286,503

358,642
99.48

0.52

Additional Information about Plan of Arrangement Voting

Approval of the Arrangement with Goldrock and Fund II required: (a) a majority of not less than two-thirds of the votes cast by the Shareholders and (b) a simple majority of the votes cast by Shareholders after excluding the votes of certain shareholders as required by Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). In this regard, 23.2 million shares held by Fund II through its subsidiary Waterton Precious Metals Bid Corp. and 1.4 million shares held by Chaparral Executive Chairman, Stephen Kay, were excluded from the voting on the simple majority vote.

The results of the Shareholder voting are that 68,286,503 shares (99.48 %) were voted for the motion to approve the Arrangement and 358,642 shares (0.52 %) were voted against the motion to approve the Arrangement. The motion was therefore adopted by the Shareholders of the Company. The results of the Shareholders (excluding the shares held by Fund II and Stephen Kay) are that 43,671,799 shares (99.19 %) were voted for the motion to approve the Arrangement and 358,642 shares (0.81 %) were voted against the motion to approve the Arrangement. The motion was therefore adopted by the minority Shareholders of the Company.

Completion of the Arrangement is subject to approval by the British Columbia Supreme Court at a hearing scheduled to be held later in December, 2014, as well as certain closing conditions including the consent to assign the Rio Blanco receivable and maintain a certain minimum cash balance at closing. Closing is currently estimated for late in December 2014 or in January 2015.

The Arrangement provides that in the event that Chaparral receives the US$5 million instalment of the receivable relating to the Rio Blanco property in Ecuador on or before December 29, 2014, the consideration will be increased by C$0.02 per Chaparral Share in cash from $0.61 to $0.63 per Chaparral Share.

About Chaparral Gold

Chaparral is a Nevada-focused precious metals company actively permitting the 100%-owned Gemfield deposit at the Goldfield property in central Nevada. In addition to the Goldfield property, Chaparral holds a 100% interest in the Converse property, also located in Nevada.

Cautionary Statements:

Some of the statements contained in this release are "forward-looking statements" within the meaning of Canadian securities law requirements. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to differ materially from the anticipated results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements in this release may include the outcome of the proposed plan of arrangement. Factors that could cause actual results to differ materially from anticipated results include risks and uncertainties such as: risks relating to whether or not the proposed plan of arrangement is ultimately concluded and unforeseen political and regulatory risks. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

CONTACT: For additional information, contact: In North America: Nick Appleyard Tel: 1 480 483 9932 In Europe: Oliver Holzer Marketing Consultant Tel: +41 44 853 00 47 Or email the Company at: info@chaparralgold.com Web Site: www.chaparralgold.comSource:Chaparral Gold Corp.