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     552  0 Kommentare Unsolicited Offer to Acquire Coastal Gold

    TORONTO, ONTARIO--(Marketwired - April 27, 2015) - COASTAL GOLD CORP. (TSX VENTURE:COD)(FRANKFURT:CY41) ("Coastal Gold" or the "Corporation") announces that it has received an unsolicited offer (the "FMF Offer") from First Mining Finance Corp. ("FMF") (TSX VENTURE:FF) to acquire all of the outstanding common shares of Coastal Gold (the "Coastal Gold Common Shares") 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 "Proposed Transaction").

    The board of directors of Coastal Gold (the "Board") 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 (the "Arrangement Agreement") which was entered into between the Corporation and Sulliden Mining Capital Inc. ("Sulliden"), 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 (4) business days (the "Response Period"), 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.

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    Unsolicited Offer to Acquire Coastal Gold TORONTO, ONTARIO--(Marketwired - April 27, 2015) - COASTAL GOLD CORP. (TSX VENTURE:COD)(FRANKFURT:CY41) ("Coastal Gold" or the "Corporation") announces that it has received an unsolicited offer (the "FMF Offer") from First Mining Finance Corp. …