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Unsolicited Offer to Acquire Coastal Gold

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Unsolicited Offer to Acquire Coastal Gold






COASTAL GOLD CORP. (TSX-V:COD) (FRANKFURT:CY41) announces that it has received an unsolicited offer from First Mining Finance Corp. (TSX-V:FF) to acquire all of the outstanding common shares of Coastal Gold for 0.122 common shares in the capital of FMF for each Coastal Gold Common Share by way of a plan of arrangement under the Business Corporations Act (Ontario).

The board of directors of Coastal Gold is, together with its financial advisors and legal counsel, reviewing the FMF Offer in order to determine whether the FMF Offer constitutes a “Superior Proposal” as defined in the arrangement agreement dated March 1, 2015 which was entered into between the Corporation and Sulliden Mining Capital Inc. and has provided notice of such review to Sulliden.

At this time, the Board has not changed its recommendation with respect to the pending transaction with Sulliden and has constituted a special committee of the Board comprised of Adrian Bray (Chairman), Brian Penney and David Gower (the “Special Committee”) to review the FMF Offer and to make a recommendation to the Board regarding such offer. Upon receipt of the recommendation of the Special Committee, the Board will make a determination on whether to recommend the FMF Offer or to maintain its recommendation regarding the pending transaction with Sulliden. The FMF Offer requires that the Board make its determination by 5:00 p.m. (Toronto time) on Tuesday April 28, 2015 to enable Sulliden to match the FMF Offer by no later than May 5, 2015. Immediately following determination by the Board, Coastal Gold will advise Sulliden of such decision.

Under the terms of the Arrangement Agreement, in the event the Board determines that the FMF Offer is a Superior Proposal and makes a determination to accept, approve, recommend or enter into an agreement in respect of the FMF Offer, Coastal Gold will immediately provide notice to Sulliden, upon receipt of which Sulliden shall have a period of four business days during which it can offer to amend the terms of the Arrangement Agreement. Sulliden is under no obligation to make such an offer but, in the event Sulliden offers to amend the Arrangement Agreement such that the Board determines that the FMF Offer would cease to be a Superior Proposal, Coastal Gold will enter into an amendment to the Arrangement Agreement and implement the amended agreement.

Subject to the determination of the Board described above, if, within the Response Period, Sulliden does not offer to amend the Arrangement Agreement, or if the proposed FMF Offer continues to be a Superior Proposal following a proposed amendment to the Arrangement Agreement, Coastal Gold intends to accept the FMF Offer, terminate the Arrangement Agreement and pay to Sulliden the agreed termination fee of $250,000, all in accordance with the terms of the Arrangement Agreement.

The Board cautions that there can be no assurance that the FMF Offer will lead to the termination of the Arrangement Agreement and the execution of an arrangement agreement with FMF, or that the Proposed Transaction contemplated by the FMF Offer will be approved by shareholders of Coastal Gold or consummated.



Coastal Gold is a Canadian mineral exploration company listed on the TSX Venture Exchange under the symbol “COD”. Coastal Gold’s flagship property is the Hope Brook Gold Project located in southwestern Newfoundland. Coastal Gold has recently announced a newly estimated high grade underground mineral resource of 5,500,000 tonnes grading 4.77 g Au/t containing 844,000 ounces gold in the indicated category and 836,000 tonnes grading 4.11 g Au/t containing 110,000 ounces gold in the inferred category. In addition, Coastal Gold also has estimated inferred mineral resources in tailings of 4.9 million tonnes at 0.85 g Au/t and 0.09% copper containing 134,500 ounces of gold and 9.5 million pounds of copper. For further details on the high grade mineral resource please see the Technical Report authored by Michael Cullen, P. Geo. (an independent Qualified Person as defined by National Instrument 43-101 – Standards of Disclosure for Mineral Projects) and titled Mineral Resource Estimate Technical Report Hope Brook Gold Project dated January 12, 2015.

Posted April 29, 2015

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