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To: Goose94 who wrote (4262)	4/21/2014 8:04:10 AM
From: Goose94	Respond to of 202704

CTT-V halted

To: Goose94 who wrote (4262)	4/22/2014 6:21:58 PM
From: Goose94	Read Replies (2) \| Respond to of 202704

Citation Resources (CTT-V) April 22, '14 has entered into a binding letter agreement, pursuant to which Inlet Resources (INL-V) has agreed to acquire all of the issued and outstanding shares of Citation from the shareholders of Citation in exchange for common shares of Inlet. "I am delighted to announce a transaction which brings both financing and management to Citation. Inlet's proven management and technical capability in advancing exploration and development projects, combined with Citation's permitted, drill-ready Biricu project, creates a unique foundation to deliver value to shareholders of Citation," said Matthew Watson, chairman and chief executive officer of Citation. "Our exploration program at Biricu has demonstrated very attractive geological aspects of the Biricu concessions consistent with other discoveries in the Guerrero gold belt, and Citation now has an accomplished partner with the resources necessary to immediately launch the initial drill program for the Biricu property." Key merger terms Pursuant to the merger, Citation shareholders will receive half of an Inlet share for each Citation share held by them on the date the merger is completed. Based on the Inlet share closing price prior to the halt of trading on April 21, 2014, the exchange ratio represents an implied value of 6.75 cents per Citation share and an implied premium of 25.3 per cent to the 20-day closing average volume-weighted Citation share price prior to the halt of trading on April 21, 2014, of 5.39 cents. Subject to certain adjustments, the parties have agreed that Inlet will have not less than $1.4-million of net working capital on the closing. In addition, the letter agreement contemplates that Inlet will complete an equity non-brokered private placement of units at a price of 15 cents per unit, concurrently with the closing, to raise proceeds of up to $1.5-million. Each unit will comprise one Inlet share and one warrant exercisable to purchase an additional Inlet share at a price of 25 cents for a period of one year. The net proceeds of the financing will be used to finance the exploration and development of the Biricu project. The letter agreement contemplates that the merger will be effected by a statutory plan of arrangement or such alternative structure as is agreed to by the parties. As a result, following the closing, it is anticipated that Citation will become a wholly owned subsidiary of Inlet, and Citation shareholders will become shareholders of Inlet. Citation's existing directors shall be entitled to nominate two members of the board of directors of Inlet, which shall comprise five persons after giving effect to the merger. All unexercised Citation options that have not been exercised prior to the closing will become exercisable for Inlet shares at the exchange ratio. The parties intend to enter into a definitive agreement prior to May 30, 2014, incorporating the terms of the letter agreement together with other terms customary for transactions of this nature. The parties' obligations to close the merger will be subject to conditions precedent to be specified in the definitive agreement, including, among other things, completion of satisfactory due diligence by each of the parties, the receipt of all necessary consents, approvals and other authorizations of any regulatory authorities, shareholders or third parties, including receipt by Inlet of an independent technical report on the Biricu property satisfying the requirements of the TSX Venture Exchange, and, if necessary, receipt of a favourable fairness opinion in respect of the merger acceptable to the board of directors of Citation. The letter agreement includes customary deal protection provisions in favour of Inlet, including a customary non-solicitation covenant from Citation until May 30, 2014, and a break fee of $150,000 if, following an unsolicited superior proposal, Citation wishes to terminate the letter agreement and pursue that proposal. However, if an unsolicited, superior proposal is to be pursued by Citation, Inlet has a customary five-day right to match such a proposal, provided such matching proposal is accompanied by a non-refundable payment of $100,000 to Citation. Pursuant to the letter agreement, Citation has agreed to use reasonable efforts to cause the directors and officers of Citation to enter into lock-up agreements with Inlet, pursuant to which they will vote their Citation shares in favour of the merger. The lock-up agreements provide that the Citation directors and officers may, under certain circumstances, terminate the lock-up agreements upon accepting an unsolicited superior proposal.