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Marret Resource Corp. Announces Signing of Arrangement Agreement in Connection with Previously Announced Proposed Transaction

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TORONTO, July 27, 2018 (GLOBE NEWSWIRE) -- Marret Resource Corp. (TSX:MAR) ("Marret" or the "Company") is pleased to announce that, in connection with its previously announced proposed transaction, it has entered into a definitive agreement (the "Arrangement") with BC Partners ("BCP") and certain affiliates of BCP, pursuant to which Marret will change its investment strategy from a focus on natural resource lending to a broader lending-oriented credit platform.

If the Arrangement becomes effective:

  • each of the common shares in the capital of the Company will be exchanged for one (1) common share in the capital of the Company created pursuant to the Arrangement ("New Shares") and, subject to certain restrictions, one (1) contingent value right ("CVR"), with each CVR representing a contingent cash entitlement in respect of Cline Mining Corporation;
  • each Shareholder will, subject to certain restrictions, have the option, but will not be required, to exchange all of its New Shares for: (i) $0.53 in cash (subject to proration) for each New Share held; or (ii) 7.62 warrants (subject to proration) exercisable for a period of seven (7) years from the effective date of the Arrangement at a price of $0.77 per share for each New Share held;
  • each of the subscription receipts issued pursuant to the Company's previously announced private placement will automatically be converted, for no further consideration and without any further action by the holder thereof, into one (1) Share with each such Share immediately exchanged for one (1) New Share; and
  • the Company will acquire a newly formed entity established by an affiliate of BCP in exchange for the issuance of such number of New Shares as set out in the Arrangement.

The maximum number of warrants to be issued under the Arrangement will be 20% of the New Shares at closing on a diluted basis (assuming exercise of the warrants) and the maximum cash to be to be paid under the Arrangement will be prorated to ensure the Company maintains its listing on the Toronto Stock Exchange, provided that, if the Arrangement is completed, in no event will a shareholder receive less than 75% of the maximum cash such shareholder would be entitled to receive without such proration. In each case, if the warrants or cash are subject to proration, the shareholder making the election will retain, in accordance with the Arrangement, the number of New Shares that are not subject to the election as a result of the proration.

In connection with the Arrangement, it is expected that the newly formed entity established by an affiliate of BCP will enter into an agreement to acquire a primarily U.S. based loan portfolio (the "Acquisition Agreement"). The Acquisition Agreement will contain terms and conditions as are customary for transactions of such nature, including, but not limited to, legal and tax due diligence and structuring.

Further information regarding the Arrangement will be contained in the management information circular to be sent to Marret shareholders in connection with a special meeting of shareholders (the "Meeting") to approve the Arrangement. It is expected that Meeting will now be held in mid-to-late September 2018, rather than in late August as previously announced. The Arrangement 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 steps, terms and conditions of the Arrangement, the timing and closing of the Arrangement on the same terms and conditions, the effect of the Arrangement on the Company, the terms of the Acquisition Agreement, the timing and conditions of the Meeting and the timing, receipt and nature of stock exchange, shareholder, court and regulatory approval for the Arrangement. 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 in any jurisdiction.

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