Waterton Reiterates Best and Final Offer and Reminds Chaparral Shareholders to Tender Prior to Expiry Time on July 31, 2014

  • Offer of $0.55 per share is Waterton's best and final offer.

  • Waterton will not extend offer beyond expiry time.

TORONTO, July 29, 2014 /CNW/ - Waterton Precious Metals Fund II Cayman, LP ("Waterton") and Waterton Precious Metals Bid Corp. (the "Offeror") reminds Chaparral Gold Corp. ("Chaparral") shareholders to tender prior to the expiry time of 5:00 p.m. (Toronto time) on July 31, 2014 (the "Expiry Time") to the previously announced cash offer dated February 19, 2014 to acquire all of the outstanding common shares (the "Shares") of Chaparral not already held by it and its affiliates for $0.55 in cash per Share (the "Offer").

Waterton would like to reiterate to shareholders that the Offer, which was increased to $0.55 in cash per Share on July 17, 2014, is Waterton's best and final offer. Waterton does not intend to extend the Expiry Time of the Offer.

The consideration under the Offer represents a premium of approximately 34.8% based on the volume-weighted average price of the Shares on the Toronto Stock Exchange ("TSX") for the twenty (20) trading days ended February 14, 2014 and a premium of approximately 26.4% over the closing price of the Shares on the TSX on February 14, 2014.

Shareholders who have already validly deposited and not withdrawn their Shares need to take no further action to accept the Offer and receive the increased consideration.

The Offeror has also waived the minimum deposit condition under the Offer, which previously required that the Shares deposited to the Offer and not withdrawn, together with the Shares owned by the Offeror and its affiliates, equal at least two-thirds of the Shares on a fully-diluted basis.

Waterton encourages shareholders of Chaparral and other interested parties to read the Offer and take-over bid circular and other materials relating to the Offer that have been filed by Waterton with the securities regulatory authorities in Canada and which are available at www.sedar.com, as they contain important information. These materials may be obtained without charge from Kingsdale Shareholder Services, the depositary and information agent for the Offer, by contacting them at 1-877-659-1818 (North American Toll Free Number) or 1-416-867-2272 (outside North America). For assistance in depositing Shares to the Offer, Chaparral shareholders should contact Kingsdale Shareholder Services, the depositary and information agent for the Offer, at 1-877-659-1818 (North American Toll Free Number) or 1-416-867-2272 (outside North America). Investors can also email Contactus@kingsdaleshareholder.com.

Important Notice

This press release does not constitute an offer to buy or the solicitation of an offer to sell any of the securities of Chaparral. This news release is not a substitute for these offer documents. The Offer has been made in the United States in compliance with Section 14(e) of, and Regulation 14E under, the U.S. Securities Exchange Act of 1934, as amended and otherwise in accordance with the requirements of Canadian law. Accordingly, the Offer is subject to disclosure and other procedural requirements, including with respect to the timetable and settlement procedures that are different from those applicable under U.S. domestic tender offer procedures and laws.

About Waterton

Waterton is a leading mining-focused private equity fund dedicated to developing high quality precious metals projects located in stable jurisdictions. Waterton's cross-functional, fully-integrated, in-house team of professionals have significant mining, financial and legal expertise. Waterton's proactive approach to asset management, significant sector knowledge and ability to leverage extensive industry relationships has resulted in a strong track record of managing investments in the precious metals sector.

If you have any questions, or need assistance in depositing your Shares in Canada, please contact the Depositary and Information Agent for the Offer:

Kingsdale Shareholder Services
Toll Free (North America): 1-877-659-1818
Outside North America Call Collect: 1-416-867-2272
Email: contactus@kingsdaleshareholder.com

Forward-Looking Statements

Certain statements in the press release are forward-looking information and forward-looking statements within the meaning of applicable securities laws (collectively, "forward-looking statements") which are prospective in nature, and include statement relating to the intention of shareholders to tender their shares to the Offer.  Forward looking statements are not based on historical facts, but rather on current expectations and projections about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward looking statements. These statements generally can be identified by the use of forward looking words such as "may", "should", "will", "could", "intend", "estimate", "plan", "anticipate", "expect", "believe" or "continue", or the negative thereof or similar variations. Many factors could cause the actual results, performance or achievements to differ materially from those expressed or implied by the forward-looking statements, including, without limitation, a change in the expressed intentions of certain shareholders, general business and economic conditions globally or in particular geographic regions in which Chaparral conducts business, the failure to meet certain conditions of the Offer, legislative and regulatory changes or actions, claims asserted against Waterton or its affiliates, competition, liquidity risk, changes in capital or securities markets and interest rate and foreign currency fluctuations.  Such forward looking statements should therefore be construed in light of such factors, and Waterton is not under any obligation, and expressly disclaims any intention or obligation, to update or revise any forward looking statements, whether as a result of new information, future events or otherwise.

SOURCE Waterton Precious Metals Fund II Cayman, LP

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Media Inquiries:

Riyaz Lalani
Bayfield Strategy, Inc.