TORONTO, Aug. 30, 2018 (GLOBE NEWSWIRE) -- Marret Resource Corp. (TSX: MAR ) (“ Marret ” or the “ Company ”) is pleased to announce the closing of the second tranche (the “ Second Tranche ”) of its private placement of subscription receipts (the “ Private Placement ”), details of which can be found in the press release dated June 27, 2018. The Second Tranche is comprised of 5,342,272 subscription receipts (“ Subscription Receipts ”) issued at a price of $0.55 per Subscription Receipt for additional gross proceeds of approximately $2.9 million. Together with the proceeds raised under the first tranche of the Private Placement, the Company has now raised approximately $28 million pursuant to the Private Placement. The Second Tranche was led by GMP Securities L.P. (the “ Agent ”). The Private Placement was completed in connection with the Company’s proposed statutory plan of arrangement (the “ Plan of Arrangement ”) pursuant to the Business Corporations Act (Ontario) (the “ Transaction ”), details of which can be found in the press release dated July 27, 2018.
Each Subscription Receipt will entitle the holder thereof to receive, without payment of additional consideration or further action, upon closing of the Transaction, one existing common share in the capital of the Company (an “ Existing Share ”) which will be immediately and automatically exchanged for one new common share in the capital of the Company (a “ New Common Share ”) as a step in the Plan of Arrangement, which New Common Share will be freely tradeable upon the closing of the Transaction. The Subscription Receipts issued under the Second Tranche will be subject to a statutory hold period ending December 31, 2018.
As with the first tranche of the Private Placement, the gross proceeds received from the Second Tranche, less a portion of the Agent's commission and the expenses of the Agent, were deposited into escrow with Computershare Trust Company of Canada, as escrow agent for the Subscription Receipts (the “ Subscription Receipt Agent ”), and will be released to the Company upon notice to the Subscription Receipt Agent that the escrow release conditions (the " Release Conditions ") specified in the Subscription Receipt Agreement between the Company, the Agent, BC Partners Investment Holdings Limited (“ BCP ”) and the Subscription Receipt Agent have been satisfied. As consideration for the services of the Agent rendered in connection with the Second Tranche, the Company has agreed to pay the Agent an aggregate cash fee equal to 6.0% of the gross proceeds of the Second Tranche, except in respect of a sale to a purchaser identified by BCP, for which no fee is payable.
The Release Conditions include, among other things, the completion, satisfaction or waiver of all conditions precedent to the Transaction and to the acquisition of the loan portfolio; the entering into of the definitive agreement for the Transaction and the acquisition agreement for the primarily U.S. based loan portfolio; the receipt of all shareholder, court and regulatory approvals required for the Transaction; and the New Common Shares being conditionally approved for listing on the Toronto Stock Exchange (the “ TSX ”).
In the event that the Release Conditions are not satisfied by October 25, 2018, the full proceeds of the Private Placement, plus accrued interest, will be returned to the purchasers of the Subscription Receipts, and the Subscription Receipts will be automatically cancelled and of no further force or effect.
It is intended that, upon completion of the Transaction, the net proceeds of the Private Placement will be utilized primarily to acquire a diversified U.S. loan portfolio assembled by BCP and for general corporate purposes.
The Transaction requires approval from the Company’s shareholders. As previously disclosed, a special meeting (the “ Meeting ”) will be held on September 28, 2018 to consider and vote upon the Transaction. The Transaction is expected to close shortly after the Meeting and upon receipt of all required stock exchange, shareholder, court and regulatory approvals.
About Marret Resource Corp.
Marret Resource Corp. is currently focused on natural resource lending. The Company’s business is primarily directed to investing in public and private debt securities of and making term loans (including bridge and mezzanine debt) to issuers in a broad range of natural resource sectors, including energy, base and precious metals and other commodities, and issuers involved in exploration and development, and may also include financing other resource-related businesses and investing in public and private equity and quasi-equity securities. The Company seeks to generate income mainly from its lending activities, while taking advantage of additional upside through equity participation in the companies which it finances.
About BC Partners Advisors L.P. and BC Partners Credit
BC Partners is a leading international investment firm with over C$27 billion of assets under management in private equity and private credit. Established in 1986, BC Partners has played an active role in developing the European buyout market for three decades. Today, BC Partners executives operate across markets as an integrated team through the firm's offices in North America and Europe. Since inception, BC Partners has completed 103 private equity investments in companies with a total enterprise value of €127 billion and is currently investing its tenth private equity fund. For more information, please visit www.bcpartners.com .
BC Partners Credit was launched in February 2017 and has pursued a strategy focused on identifying attractive credit opportunities in any market environment and across sectors, leveraging the deal sourcing and infrastructure made available from BC Partners.
For further information about Marret Resource Corp. and its ongoing business, please contact: Marret Investor Services 416.214.5800.
This press release contains forward-looking statements and information within the meaning of applicable securities legislation. Forward-looking statements can be identified by the expressions "seeks", "expects", "believes", "estimates", "will", "target" and similar expressions. The forward-looking statements are not historical facts but reflect the current expectations of the Company regarding future results or events and are based on information currently available to them. Certain material factors and assumptions were applied in providing these forward-looking statements. The forward-looking events and circumstances discussed in this release include, but are not limited to, the timing and likelihood of the satisfaction of the Release Conditions, the timing and completion of the Transaction (including any potential sale of Cline Mining Corporation) and the acquisition of the loans forming the loan portfolio, the timing and nature of shareholder, court and regulatory approval for the Transaction, and the listing of the New Common Shares on the TSX. All forward-looking statements in this press release are qualified by these cautionary statements. The Company believes that the expectations reflected in forward-looking statements are based upon reasonable assumptions; however, the Company can give no assurance that the actual results or developments will be realized. These forward-looking statements are subject to a number of risks and uncertainties that could cause actual results or events to differ materially from current expectations, including the matters discussed under "Risks Factors" in the most recently filed annual information form and MD&A for the Company. Readers, therefore, should not place undue reliance on any such forward-looking statements. Further, a forward-looking statement speaks only as of the date on which such statement is made. The Company undertakes no obligation to publicly update any such statement or to reflect new information or the occurrence of future events or circumstances except as required by securities laws. These forward-looking statements are made as of the date of this press release.
This press release is not, and should not be construed as, an offer to sell or acquire any securities (including Existing Shares and Subscription Receipts) in any jurisdiction.
