CALGARY, Aug. 21, 2014 /CNW/ - CRC Royalty Corporation ("CRC") announces that it has sent an information circular and related proxy or voting instruction form (collectively, the "Proxy Materials") to shareholders of CRC ("CRC Shareholders") in connection with the special meeting of CRC Shareholders to be held on August 27, 2014 at Suite 1300 – 1111 West Georgia Street, Vancouver, B.C. at 10:00 a.m. (the "Meeting"). Management recommends that CRC Shareholders vote against removing the current board of directors and vote for the re-election of James S. Kinnear, Charles V. Selby and Stuart Crichton as directors of CRC. Management of CRC and Caledonian Royalty Corporation ("Caledonian") have resolved, subject to approval by CRC Shareholders and holders of royalty units of Caledonian, to complete a reorganization ("Reorganization") of Caledonian into a dividend paying share corporation that will be merged with CRC. If the Reorganization is completed, CRC Shareholders will receive shares of Caledonian on a tax deferred basis and Caledonian plans on completing a subsequent acquisition and liquidity transaction which may include an initial public offering. The dissident group has failed to present any alternative to CRC's current strategic plan but insists on waging a costly proxy contest, distracting management from focusing on the business of Caledonian and the proposed transaction.
The Proxy Materials have been filed on SEDAR and are available under CRC's profile at www.sedar.com. Management recommends that CRC Shareholders vote the BLUE proxy for the re-election of the current board of directors of CRC at the Meeting. Non-registered (beneficial) shareholders may transmit their voting instructions by submitting a completed voting instruction form to their intermediary. CRC Shareholders seeking assistance with voting their CRC shares may direct their enquiries to CRC's proxy solicitation agent, Georgeson, toll-free in North America at 1-866-656-4122 or by email at [email protected].
CRC is a Calgary-based company organized under the laws of British Columbia that was created in October 2011 for the purpose of completing a restructuring of a number of limited partnerships and related entities. CRC is a reporting issuer in certain Canadian jurisdictions. CRC does not have any securities listed on a stock exchange. CRC's sole asset is royalty units of Caledonian.
Caution Regarding Forward-Looking Information
This press release contains statements that constitute "forward-looking information" or "forward-looking statements" (collectively, "forward-looking information") within the meaning of applicable securities legislation. Forward-looking information is often, but not always, identified by the use of words such as "anticipate", believe", "expect", "plan", "intend", "forecast", "target", "project", "guidance", "may", "will", "should" "could", "estimate", "predict" or similar words or phrases suggesting future outcomes or language suggesting an outlook. This forward-looking information includes, among others, statements regarding: the Reorganization; the completion of the Reorganization; and the Meeting.
Forward-looking statements and information are not based on historic facts, but rather on current expectations, estimates and projections about future events that involve a number of risks. They are based on information available to management and/or assumptions management believes are reasonable. Many factors could cause actual results to vary and in some instances to differ materially from the results described in the forward-looking information contained in this press release. Although the forward-looking information contained in this press release is based on what management believes to be reasonable assumptions, CRC cannot assure investors that actual results will be consistent with this forward-looking information.
Various assumptions were used in drawing the conclusions or making the forecasts and projections contained in the forward-looking information contained in this press release, including assumptions concerning anticipated financial performance, business prospects, strategies and regulatory developments. In respect of the forward-looking statements and information concerning the Reorganization, CRC has provided such in reliance on certain assumptions that it believes are reasonable at this time.
By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and risks that predictions, forecasts, projections and other forward-looking statements will not be achieved. We caution readers not to place undue reliance on these statements as a number of important factors could cause the actual results to differ materially from the beliefs, plans, objectives, expectations and anticipations, estimates and intentions expressed in such forward-looking statements. The material risk factors include, but are not limited to: failure of CRC or Caledonian to obtain necessary securityholder approvals; failure to realize anticipated synergies; the ability of the parties to satisfy, in a timely manner, the other conditions to the closing of the Reorganization; and failure to complete a subsequent liquidity transaction including, without limitation, an initial public offering. It is not a condition precedent to the completion of the Reorganization that a liquidity transaction be completed and CRC Shareholders are cautioned that there can be no assurance that CRC and Caledonian's efforts in this regard will be successful. Readers are cautioned that the foregoing list of risk factors is not exhaustive. Failure to obtain the necessary approvals, or the failure of CRC or Caledonian to otherwise satisfy the conditions to the Reorganization, may result in the Reorganization not being completed on the proposed terms, or at all.
The forward-looking statements and information contained in this press release are also affected by the risk factors, forward-looking statements and assumptions and uncertainties described in CRC's reports on file with applicable securities regulatory authorities and which may be accessed on CRC's SEDAR profile at www.sedar.com.
Readers are cautioned that the foregoing list of factors that may affect future results is not exhaustive. When relying on our forward-looking statements to make decisions with respect to CRC, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. Furthermore, the forward-looking statements contained in this press release are made as of the date of this press release and CRC does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law. The forward-looking statements contained in this press release are expressly qualified by this cautionary statement.
SOURCE: CRC Royalty Corporation
For further information: Charles Selby, President, Telephone: (403) 262-8880, Email: [email protected]