Great Western Minerals Provides Update Regarding Convertible Bond Restructuring and Annual Financial Statement Filing; Applies for Management Cease Trade Order
March 30, 2015 (Source: Marketwired) — Great Western Minerals Group Ltd. (“GWMG” or the “Company”) (TSX VENTURE: GWG) (OTCQX: GWMGF) provides an update regarding its cash position and discussions with a steering committee of holders (the “Steering Committee”) of its US$90 million 8.00 percent Secured Convertible Bonds due 2017 (the “Convertible Bonds”), as well as its annual financial statement filing and application for a management cease trade order.
As of March 30, 2015, the Company had consolidated cash and cash equivalents of approximately C$5.2 million. The next interest payment on the Convertible Bonds of approximately C$4.5 million (US$3.6 million) is due on April 7, 2015.
As previously disclosed, the Company has been engaged in discussions with the Steering Committee regarding a potential restructuring of the Convertible Bonds. As of today, those discussions have not resulted in the Company and the Steering Committee entering into a binding agreement with respect to a restructuring of the Convertible Bonds.
The Company is exploring strategic alternatives to a consensual restructuring of the Convertible Bonds in the event an acceptable binding agreement with the Steering Committee cannot be reached in a timely manner. Those strategic alternatives may include the initiation of a sale or investment solicitation process with respect to the Company’s assets and business and/or the commencement of proceedings under applicable restructuring legislation. The Company has engaged PricewaterhouseCoopers and continues to retain its financial advisor, CIBC World Markets Inc., to assist in its review of strategic alternatives.
The Company also announces that, as a result of the above circumstances, it will not be able to file its audited annual financial statements for the year ended December 31, 2014 (the “Financial Statements”), its management’s discussion and analysis on the Financial Statements, the CEO and CFO certificates in respect of the Financial Statements and its annual information form for the year ended December 31, 2014 (collectively, the “Reporting Documents”) by March 31, 2015.
The Company has filed an application with the Financial and Consumer Affairs Authority of Saskatchewan, its principal regulator, for a management cease trade order, in accordance with National Policy 12-203 – Cease Trade Orders for Continuous Disclosure Defaults (“NP 12-203”). If approved, this application would give the Company extra time to determine whether a consensual restructuring or a strategic alternative transaction can be reached with the Steering Committee or to proceed independently with a strategic alternative transaction, which in each case should enable the Company to file its Reporting Documents without a full cease trade order being issued. There can be no certainty that a management cease trade order will be granted. The applicable regulatory authorities may instead determine to issue a full cease trade order against the Company.
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The Company confirms that it intends to satisfy the provisions of the alternative information guidelines found in Section 4.3 and 4.4 of NP 12-203 for so long as it is delayed in filing the Reporting Documents.
Great Western Minerals Group Ltd. is a leader in the manufacture and supply of rare earth element-based metal alloys. Its specialty alloys are used in the battery, magnet and aerospace industries. Produced at the Company’s wholly-owned subsidiary, Less Common Metals Limited in Ellesmere Port, U.K., these alloys contain transition metals, including nickel, cobalt, iron and rare earth elements. As part of the Company’s vertical integration strategy, GWMG also holds 100% equity ownership in Rare Earth Extraction Co. Limited, which controls the Steenkampskraal monazite mine in South Africa. The Company also holds interests in three rare earth exploration properties in North America that are not active.
The Company routinely posts news and other information on its website at www.gwmg.ca.
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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: ability of the Company to restructure the Convertible Bonds or to find an alternative to such restructuring in a timely manner, and the availability of other options to the Company including the possibility of filing for protection under applicable restructuring legislation; the ability of the Company to file the Reporting Documents; the issuance of a management cease trade order or a full cease trade order; satisfaction of the provisions of the alternative information guidelines in NP 12-203. 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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