TORONTO, Sept. 28, 2018 — Marret Resource Corp. (TSX:MAR) (“Marret” or the “Company”) is pleased to announce that, at the special meeting of shareholders of Marret (the “Meeting”) held today, the shareholders of Marret overwhelmingly voted in favour of a special resolution to approve the plan of arrangement previously announced on July 27, 2018 (as amended, the “Arrangement”) pursuant to which, among other things:
- each of the common shares in the capital of the Company (each, a “Share”) will be exchanged for one (1) common share in the capital of the Company created pursuant to the Arrangement (each, a “New Share”) 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 had, subject to certain restrictions, the option exercisable until September 26, 2018, but was not required, to exchange all of its New Shares for: (i) $0.53 in cash (subject to proration) for each New Share held (a “Cash Election”); 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 (a “Warrant Election”);
- each of the subscription receipts issued or issuable 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 BC Partners Investments Holdings Limited (“BCP”) in exchange for the issuance to BCP of New Shares.
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 Aequitas NEO Exchange Inc. (the “NEO 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, 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.
The Arrangement required approval by 66⅔% of the votes cast by shareholders present in person or represented by proxy at the Meeting.
A total of 11,345,459 Shares, representing approximately 64.09% of the outstanding Shares, were represented in person or by proxy at the Meeting. Of the votes cast with respect to the Arrangement, an aggregate of 11,345,295 Shares were voted in favour of the Arrangement, representing more than 99.99% of the votes cast on the resolution.
It is expected that Marret will apply for a final order of the Ontario Superior Court of Justice (Commercial List) on October 2, 2018. Completion of the Arrangement remains subject to other customary closing conditions, including stock exchange, shareholder and regulatory approval, as well as receipt of the aforementioned court order. Assuming that the conditions to closing are satisfied or waived, it is expected that the Arrangement will be completed on or around October 10, 2018. In connection with the distribution of the CVRs, the record date for such distribution is October 5, 2018.
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Prior to the completion of the Arrangement, the Company will be de-listing from the TSX at the close of trading on October 9, 2018 and will be listed as Marret Resource Corp. and under the symbol MAR on the NEO Exchange at the open of trading on October 10, 2018 in a halted state. It is expected that trading in the shares of the Company will resume on the NEO Exchange on or about October 16, 2018 under its new name Mount Logan Capital Inc. and symbol MLC.
The Company is in the process of tabulating the information received from shareholders making Warrant Elections and Cash Elections prior to the election deadline of September 26, 2018, and tabulating the written consents received from holders of the Company’s subscription receipts issued in connection with the Arrangement pertaining to certain amendments to the subscription receipt agreement to reflect the proposed change in listing as well as certain procedural and administrative amendments resulting from certain tax structuring matters. The Company will provide an update on these matters by way of press release once its tabulation is complete.
Further information about the Arrangement is set forth in the Company’s press release dated July 27, 2018 and in the materials prepared by the Company in respect of the Meeting, which were mailed to Marret shareholders and filed under Marret’s profile on the System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com.
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 104 private equity investments in companies with a total enterprise value of €129 billion and is currently investing its tenth private equity fund. On the private credit front, BC Partners Credit is currently investing Special Opportunities Fund I. 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, satisfaction of conditions precedent to the closing of the Arrangement, the expected timing to close the Arrangement, the number of warrants, amount of cash and number of New Shares to be issued pursuant to the Arrangement, the effect of the Arrangement on the Company, the receipt and nature of stock exchange, shareholder, regulatory and court approval for the Arrangement, the written consent of holders of subscription receipts, the delisting of the Company from the TSX (and the timing in respect thereof) and the listing and trading of the Company on the NEO Exchange (and the timing in respect thereof). 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 by certain specified dates or at all. 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: (i) under “Risks Factors” in the most recently filed annual information form and MD&A for the Company, and (ii) under the risk factors sections in the management information circular of the Company prepared in connection with the Meeting. 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.