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The Definitive Agreement entered into by Seabridge and Cortez has now been amended to reflect the parties' agreement to extend the deadline for the Acquisition to October 30, 2009.
Cortez is a capital pool company and the Acquisition will constitute its Qualifying Transaction (as such term is defined in the policies of the Exchange). The Acquisition is an arm's length transaction and upon completion of the Proposed Acquisition, Cortez expects to be a Tier 2 Mineral Exploration Issuer. No Non-Arm's Length Party (as defined in the policies of the Exchange) to Cortez has any direct or indirect beneficial interest in the Properties or the shares of Seabridge.
Description of Significant Conditions to Closing
Pursuant to Section 2.1 of Exchange policies, as the proposed Qualifying Transaction is not a Non Arms Length Qualifying Transaction, the Company will not be required to obtain shareholder approval of the Qualifying Transaction but has submitted a Filing Statement for Exchange acceptance. Sponsorship for this Qualifying Transaction is not required under the policies of the Exchange.
The remaining conditions to closing the Acquisition include approval of the Acquisition as a Qualifying Transaction by the Exchange. In order to meet the requirements of the Exchange, Cortez will need to complete a significant financing in order to have sufficient funds to complete the Acquisition, complete the estimated first year work program on the Castle-Black Rock Property, maintain all of the Properties in good standing, and meet its first year general and administrative requirements. There can be no assurance that the transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
ON BEHALF OF THE BOARD of Cortez Gold Corp.
Robert Eadie, President & Chief Executive Officer
SOURCE: Cortez Gold Corp.
Cortez Gold Corp. Robert Eadie President and CEO (604) 602-4935 (604) 602-4936 (FAX) info@cortezgold.com
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