Great Western Minerals Enters Into Support Agreement With Certain Bondholders and Files for Protection Under Companies’ Creditors Arrangement Act
April 30, 2015 (Source: Marketwired) — Great Western Minerals Group Ltd. (“GWMG” or the “Company”) (TSX VENTURE: GWG) (OTCQX: GWMGF) announces that it has entered into a support agreement with holders (the “Supporting Bondholders”) of approximately 65.3% of its US$90 million 8.00 percent Secured Convertible Bonds due 2017 (the “Convertible Bonds”) pursuant to which the Company, with the support of the Supporting Bondholders, will pursue an orderly process for the solicitation of interests in the Company’s business, property and assets pursuant to a sale and investor solicitation process (the “SISP”) to be implemented pursuant to proceedings commenced by the Company under the Companies’ Creditors Arrangement Act (Canada) (“CCAA”).
The Support Agreement represents the culmination of lengthy negotiations between the Company and a steering committee of holders of the Convertible Bonds (the “Steering Committee”) and presents an opportunity for a stable environment while the SISP is administered and one or more investment or sale transactions are pursued. There is no assurance that there will be any value for any shareholders in any such CCAA proceeding or SISP.
Under the terms of the Support Agreement, the Supporting Bondholders have agreed, among other things, to support the SISP and forbear from enforcing (or causing the trustee under the Trust Deed, as defined below, from enforcing) certain rights or remedies they are otherwise entitled to enforce with respect to a default under the Trust Deed.
As previously announced, the Company had not made the interest payment on the Convertible Bonds of approximately C$4.5 million (US$3.6 million) that was due on April 7, 2015, and the cure period to make such interest payment as provided for in the trust deed dated April 5, 2012 between the Company and Wilmington Trust (London) Limited as trustee (as supplemented, the “Trust Deed”) has now lapsed.
The Company will seek the appointment of PricewaterhouseCoopers Inc. as the Monitor of the Company for the CCAA proceedings and to supervise the SISP. Fasken Martineau DuMoulin LLP is acting as the Company’s legal counsel. Cassels Brock & Blackwell LLP and Houlihan Lokey are acting as the Steering Committee’s legal counsel and financial advisor, respectively.
The Company and CIBC World Markets Inc. (“CIBC”) have agreed to terminate CIBC’s engagement as financial advisor to the Company. “We are grateful to CIBC for their contributions and the advice they provided to the Company during this process,” said Robert Quinn, Chairman of the board of directors of the Company.
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The Company also announces that Mr. Thomas G. Mair has resigned from his position as Vice President of Finance and Chief Financial Officer of the Company, effective immediately. “We want to thank Tom for his leadership during his time with the Company,” stated Marc LeVier, President and Chief Executive Officer of the Company. “Tom has been an invaluable member of the management team and his efforts during his time with the Company have been greatly appreciated.”
Great Western Minerals Group Ltd. is a manufacturer and supplier of rare earth element-based metal alloys. The Company routinely posts news and other information on its website at www.gwmg.ca.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Certain information set out in this News Release constitutes forward-looking information. Forward-looking statements (often, but not always, identified by the use of words such as “expect”, “may”, “could”, “anticipate” or “will” and similar expressions (including negative and grammatical variations)) may describe expectations, opinions or guidance that are not statements of fact and which may be based upon information provided by third parties. Certain forward-looking statements in this News Release relate to: completion of the SISP and; appointment of PricewaterhouseCoopers Inc. as Monitor. Forward-looking statements are based upon the opinions, expectations and estimates of management of GWMG as at the date the statements are made and are subject to a variety of known and unknown risks and uncertainties and other factors that could cause actual events or outcomes to differ materially from those anticipated or implied by such forward-looking statements. Those factors include, but are not limited to; the adequacy of the Company’s financial resources, including in connection with any possible restructuring of the Convertible Bonds and/or the availability of additional cash from operations or from financing on reasonable terms or at all; the assumptions and estimates in the Feasibility Study of the SKK Project proving to be accurate over time; the construction, commissioning and operation of the proposed monazite processing facility within estimated parameters; mine refurbishment activities; reliance on third parties to meet projected timelines and commencement of production at the SKK Project; reliance on successful negotiations with third parties to enter into a tolling arrangement to separate mixed rare earth materials; risks related to the receipt of all required approvals including those relating to the commencement of production at the SKK Project; delays in obtaining permits, licenses and operating authorities in Canada, South Africa and the United Kingdom; environmental matters; water and land use risks; risks associated with the industry in general; commodity prices and exchange rate changes; operational risks associated with exploration, development and production operations; delays or changes in plans, including those estimated in the Feasibility Study of the SKK Project; risks associated with the uncertainty of resource and reserve estimates; health and safety risks; uncertainty of estimates and projections of production, costs and expenses; risks that future SKK Project and region exploration results may not meet exploration or corporate objectives; political risks inherent in South Africa; risks associated with the relationship between GWMG and/or its subsidiaries and communities and governments in Canada and South Africa; radioactivity and related issues; dependence on one mineral project; loss of, and the inability to attract, key personnel; the factors discussed in the Company’s public disclosure record; and other factors that could cause actions, events or results not to be as anticipated. In light of the risks and uncertainties associated with forward-looking statements, readers are cautioned not to place undue reliance upon forward-looking information. Although GWMG believes that the expectations reflected in the forward-looking statements set out in this press release or incorporated herein by reference are reasonable, it can give no assurance that such expectations will prove to have been correct. Except as required by law, GWMG does not assume any obligation to update forward looking statements as set out in this news release. The forward-looking statements of GWMG contained in this News Release, or incorporated herein by reference, are expressly qualified, in their entirety, by this cautionary statement and the risk factors contained in GWMG’s Annual Information Form available under the Company’s profile at www.sedar.com.
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