To: Goose94 who wrote (319 ) 5/3/2016 10:45:13 AM From: Goose94 Read Replies (1) | Respond to of 203330 Chalice Gold Mines (CXN-T) to sell Cameron Gold Project to First Mining Finance (FF-V) May 3rd 2016 - NRSymbol: CXN-T Shares outstanding: 282 million Fully diluted: 290 million Chalice Gold Mines is pleased to advise that it has entered into an agreement to sell its wholly-owned subsidiary, Cameron Gold Operations Ltd. ("the Subsidiary "), which owns the Cameron Gold Project in Ontario, Canada, to First Mining Finance (FF-V), a mineral property holding company listed on the TSX. The consideration for the Transaction is the issue to Chalice of 32,260,836 common shares ("Consideration Shares") in First Mining. Chalice will also be granted a one per cent Net Smelter Return royalty over certain exploration licences at Cameron which are not encumbered by pre-existing royalties. Following completion of the Transaction, which is subject to Chalice shareholder approval, Chalice will hold approximately 8.1% of the issued and outstanding shares of First Mining. Chalice acquired the Cameron Project in 2014 from Coventry Resources. Since then, Chalice has upgraded the Cameron resource, consolidated a regional tenement position and identified a number of promising new exploration targets both proximal to the deposit and regionally. However, Chalice believes that First Mining, which is accumulating a significant bank of quality mineral assets in Canada, the USA and Mexico, would be better placed to unlock the value of the Cameron Project given its domicile in North America and the experience of its board and key management. In addition, Chalice shareholders gain exposure to First Mining's diversified portfolio of advanced gold exploration projects in central and eastern Canada including the Springpole and Pickle Crow projects in Ontario, the Duquesne project in Quebec, and the Hope Brook project in Newfoundland. Chalice Managing Director, Mr Tim Goyder, said:"Through this transaction, the Company's shareholders would retain exposure to the significant upside of the Cameron Project via its eight per cent shareholding in First Mining, while maintaining a strong cash balance of approximately $37 million to pursue other opportunities." "The sale of the Cameron Project to First Mining allows us to unlock significant value for shareholders. With their unique business model of aggressively acquiring advanced projects in North America and a well-known and proven management team, First Mining is ideally placed to realize the value of this asset in an improving commodity price environment. We look forward to being part of that process through our significant shareholding in First Mining, which provides us with continued exposure to the Cameron Project and exposure to First Mining's portfolio of other assets. "The successful completion of this sale would place Chalice in an enviable position in the current market and will give us a tremendous platform from which to grow the Company and take advantage of new opportunities as they arise." Closing of the Transaction is subject to the following key conditions: Chalice shareholder approval; Chalice receiving any required approvals of the Australian Securities Exchange ("ASX"), Toronto Stock Exchange ("TSX") or any other applicable Australian or Canadian regulatory authorities; First Mining having received any required approvals from the TSX-V; and Certain other closing conditions customary in transactions of this nature such as material adverse changes to either the Subsidiary or First Mining's financial position. The Consideration Shares will be subject to a statutory resale restriction in Canada for a four-month period from completion. In addition, Chalice has agreed to further provisions, restricting the sales of shares, to not more than approximately one eighth of the total Consideration Shares per month over the following eight months except where the sale is in a single block to a purchaser acceptable to First Mining. Full details of the Transaction and further information regarding First Mining will be included in the Notice of Meeting of Chalice shareholders. It is expected that the meeting will be held on or around June 16, 2016. Haywood Securities Inc. acted as financial advisor to Chalice. Blake, Cassels & Graydon LLP acted as Canadian legal counsel, and K&L Gates LLP acted as Australian legal counsel to Chalice. SOURCE Chalice Gold Mines Limited Tim Goyder, Managing Director, Chalice Gold Mines Limited, Telephone +618 9322 3960