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Great Western Minerals Enters into Support Agreement with Certain Bondholders and Files for Protection under Companies’ Creditors Arrangement Act

SASKATOON, SK, Canada, April 30, 2015 – Great Western Minerals Group Ltd. (“GWMG” or the “Company”) (TSX.V: 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.

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.” 

Click here to view the entire release.

Additional information can be found at www.gwmg.ca





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