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Waterton Announces Extension of Offer to Chaparral Shareholders

  • Waterton extends bid deadline to May 7, 2014
  • Waterton responds to Chaparral's corporate update issued April 17, 2014
  • Waterton to review Chaparral's potential liability for contamination

TORONTO, April 21, 2014 /CNW/ - Waterton Precious Metals Fund II Cayman, LP ("Waterton") announced today that the cash offer by Waterton Precious Metals Bid Corp. (the "Offer") to acquire all of the outstanding common shares of Chaparral Gold Corp. ("Chaparral") not already held by it and its affiliates has been extended until 5:00 p.m. (Toronto time) on May 7, 2014 (the "Extension Date").  Chaparral shareholders who tender to the Offer will be entitled to receive $0.50 in cash per share. All other conditions remain unchanged.

In a corporate update issued April 17, 2014 (the "Corporate Update"), Chaparral disclosed that the United States Environmental Protection Agency (the "EPA") recently requested a meeting with Metallic Ventures (U.S.) Inc. ("Metallic"), Chaparral's wholly-owned indirect subsidiary, to discuss Metallic's potential responsibility for contamination at historical smelter sites near the Town of Eureka, Nevada (the "Potential Liability").  In light of the EPA's request as disclosed in the Corporate Update, and prior to the Extension Date, Waterton will attempt to independently verify from available public information the scope of any Potential Liability by investigating the following matters (without limitation):

  • The specific nature of the correspondence received by Metallic from the EPA and if the EPA is investigating Metallic's potential liability under the Comprehensive Environmental Response, Compensation and Liability Act;
  • Whether, other than Metallic, any other Chaparral subsidiaries currently own or operate any properties or facilities near or in the Town of Eureka, Nevada;
  • Details of the various historical transactions that resulted in Metallic acquiring the Richmond-Eureka Mining Company;
  • To the extent possible, Chaparral's strategy for engaging with the EPA regarding the Potential Liability; and,
  • The timeline for the EPA meeting cited in Chaparral's Corporate Update.

A Notice of Extension has been filed with the Canadian securities regulators and will be available for review at www.sedar.com. The Notice of Extension is also being mailed to Chaparral shareholders in accordance with the applicable Canadian securities laws.

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 also 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 (call collect outside North America). For assistance in depositing Chaparral 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 (call collect outside North America).  Investors can also email [email protected].

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 Kingsdale Shareholder Services, the Depositary and Information Agent for the Offer:

Kingsdale Shareholder Services
North American Toll Free Telephone: 1‑877‑659‑1818
Outside North America Call Collect: 1‑416‑867‑2272
Email: [email protected]

Media Inquiries: Riyaz Lalani, Bayfield Strategy, Inc., 416-907-9365, [email protected], www.bayfieldstrategy.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.  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, 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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