Circle Energy (QB) (USOTC:CRCE)
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From Jan 2020 to Jan 2025
Crown Resources Corporation (OTCBB:CRCE) ("Crown")
announced that after further review of the Crown - Kinross Gold
Corporation (TSX:K) (NYSE:KGC) ("Kinross") transaction as contemplated
under the definitive acquisition agreement (the "Agreement"), Crown
now believes the transaction likely will qualify as a tax-free
exchange.
Kinross and Crown recently amended the Agreement to extend the
termination date and to make certain other changes that have
previously been announced. Also, as previously announced, Kinross has
purchased convertible debt of Crown, and Crown has declared a dividend
using some of the proceeds from the sale of the convertible debt. The
payment of the dividend changes the tax analysis of the acquisition
contemplated by the Agreement. For this reason, Crown undertook
further analysis that has led it to conclude that the acquisition
likely will continue to qualify as a tax-free reorganization, although
certain facts, that Crown does not now regard as probable, could
change that analysis prior to the closing of the acquisition. Crown
and Kinross will continue to monitor the situation and will include a
description of the probable tax consequences of the acquisition in the
definitive Proxy Statement/Prospectus that they will jointly
distribute as provided in the Agreement, which should be carefully
reviewed by all Crown shareholders.
Crown previously announced that its board of directors declared a
special dividend of $0.21 per share of Crown common stock (see the
news release dated June 21, 2005). The dividend will be paid on July
26, 2005 to Crown shareholders of record as of the close of business
on July 14, 2005.
To ensure compliance with Internal Revenue Service Circular 230,
investors are hereby notified that: (A) any discussion of federal tax
issues in this press release is not intended or written to be relied
upon, and cannot be relied upon by any investor or any other person,
for the purpose of avoiding penalties that may be imposed under the
Internal Revenue Code; (B) such discussion was written to support the
promotion or marketing (within the meaning of IRS Circular 230) of the
transactions or matters addressed herein; and (C) each investor should
seek advice based on the investor's particular circumstances from an
independent tax advisor. This notice is given solely for purposes of
ensuring compliance with IRS Circular 230. This notice is not intended
to imply that any particular person in fact supported the promotion or
marketing of any transaction or matter, and it does not itself
constitute evidence that any particular person did so.
Where to Find Additional Information about the Transaction:
This press release is not, and is not intended to be, a
solicitation of proxies or an offer of securities. Investors and
security holders of Kinross and Crown are urged to read the definitive
Proxy Statement/Prospectus and other relevant materials, when they
become available, as they will contain a description of the
anticipated tax consequences of the proposed transaction and other
important information about Kinross, Crown and the proposed
acquisition. When available, the definitive Proxy Statement/Prospectus
will be mailed to Crown shareholders and it, together with other
relevant materials and documents filed by Kinross or Crown with the
SEC, will be available free of charge at the SEC's website at
http://www.sec.gov, or directly from Kinross.
This press release includes certain "Forward-Looking Statements"
within the meaning of section 21E of the United States Securities
Exchange Act of 1934, as amended. All statements, other than
statements of historical fact, included herein, including without
limitation, statements regarding the potential tax treatment of the
proposed transaction, are forward-looking statements that involve
various risks and uncertainties. The tax treatment of the proposed
transaction is subject to the facts and circumstances that may exist
at the time of closing, which cannot currently be predicted and many
of which are beyond the control of Crown and Kinross. There can be no
assurance that the foregoing statements regarding the potential tax
treatment of the proposed transaction will prove to be accurate and
actual results and future events could differ materially from those
anticipated. Crown shareholders should not rely on this press release
as a definitive description of the tax consequences of the proposed
transaction and should carefully review the definitive Proxy
Statement/Prospectus when it is available.