TORONTO, June 26, 2014 /CNW/ - FBC Holdings Sàrl ("FBC") acquired, and Cyrus Capital Partners, L.P. ("Cyrus") acquired indirect control over, an aggregate of 37,572,222 common
shares ("Common Shares") of Maudore Minerals Ltd. ("Maudore"). The Common Shares were acquired pursuant to the restructuring of
the outstanding indebtedness owed by Maudore to FBC in accordance with
an agreement (the "FBC Agreement") among FBC, Maudore and Aurbec Mines Inc. Pursuant to the FBC
Agreement, FBC acquired 15,350,000 Common Shares in consideration for
agreeing to restructure the outstanding indebtedness and 22,222,222
Common Shares by converting $2,000,000 principal amount of outstanding
indebtedness to Common Shares at a conversion price of $0.09 per Common
Share (the "Transaction").
Prior to the closing of the Transaction, FBC held 7,254,505 Common
Shares and 3,627,252 Common Share purchase warrants (the "Warrants"). After the closing of the Transaction, if FBC were to exercise the
Warrants, FBC would hold, and Cyrus would indirectly control,
48,453,979 Common Shares on the date hereof, representing 54.8% of the
outstanding capital of Maudore on a partially diluted basis.
For purposes of calculating the percentages of Common Shares owned by
FBC and indirectly controlled by Cyrus, FBC and Cyrus have assumed that
there were 84,813,744 Common Shares outstanding (on an undiluted basis)
as of June 25, 2014, as disclosed to FBC by Maudore.
FBC acquired ownership over the Common Shares that are the subject of
this report in consideration for agreeing to restructure the
outstanding indebtedness owed by Maudore to FBC. The Common Shares
were acquired under the accredited investor exemption provided in
section 2.3 of National Instrument 45-106.
In connection with the acquisition of the Common Shares, FBC and Cyrus
may engage in communications with members of management and the board
of directors of Maudore, other current or prospective shareholders,
industry analysts, existing or potential strategic partners or
competitors, investment and financing professionals, sources of credit
and other investors with respect to Maudore. FBC and Cyrus intend to
review their investment in Maudore on a continuing basis. Depending on
various factors including, without limitation, Maudore's financial
position, the price levels of the Common Shares, conditions in the
securities markets and general economic and industry conditions, FBC's
and Cyrus' business or financial condition and other factors and
conditions FBC and Cyrus deem appropriate, FBC and Cyrus may in the
future take such actions with respect to their investment in Maudore as
FBC and Cyrus deem appropriate including, without limitation, seeking
board representation, making proposals to Maudore concerning changes to
the capitalization, ownership structure or operations of Maudore,
acquiring additional Common Shares, and/or selling or otherwise
disposing of some or all of its Common Shares. In addition, FBC and
Cyrus may formulate other purposes, plans or proposals regarding
Maudore or any of its securities to the extent deemed advisable in
light of general investment and trading policies, market conditions or
other factors or may change their intention with respect to any and all
matters referred to above.
Neither the issuance of this news release in connection with the matters
disclosed in this news release nor the anticipated filing by FBC and
Cyrus of the corresponding "early warning" report required to be filed
in accordance with applicable Canadian securities laws is an admission
that an entity named or otherwise referred to in this news release owns
or controls any described securities or is a joint actor with another
entity named or otherwise referred to in this news release.
FBC's and Cyrus' addresses and other contact information are set forth
below. For further information, including to obtain a copy, once
filed, of the "early warning" report required to be filed in accordance
with applicable Canadian securities laws, contact FBC or Cyrus at the
addresses specified below.
SOURCE: FBC HOLDINGS SÀRL AND CYRUS CAPITAL PARTNERS, L.P.
For further information:
FBC Holdings Sàrl
46A, Avenue J.F. Kennedy L
Tel: (352) 427 171-1
Cyrus Capital Partners, L.P.
399 Park Avenue, 39th Floor
New York, NY 10022
United States of America
Attn: James Tucker, Co-Chief Operating Officer
Tel: (212) 380-5800