Noteholders Permitted to Re-Elect to Receive New Series 1A Shares
TORONTO, June 4 /CNW/ - Frontera Copper Corporation ("Frontera" or the "Corporation") (TSX: FCC.NT) (TSX: FCC.NT.A) announces the results of elections received to date in connection with the Corporation's previously announced proposed plan of arrangement pursuant to the Canada Business Corporations Act (the "Arrangement"), under which all of the Corporation's 10% Senior Unsecured Notes due June 15, 2010 and its 10% Senior Unsecured Notes due March 15, 2011 (together, the "Existing Notes") will be exchanged for new guaranteed senior secured Notes (the "New Notes") pursuant to elections made by holders of the Existing Notes (the "Noteholders") in accordance with the terms of the Arrangement.
As previously announced and described in the Management Information Circular (the "Circular") delivered to Noteholders in connection with a special meeting of Noteholders called to consider the Arrangement, Noteholders would receive new guaranteed and secured series 1A notes bearing interest at the rate of 10% per annum (the "New Series 1A Notes") in exchange for their Existing Notes, unless such Noteholders elected to instead receive new guaranteed and secured series 2A notes bearing interest at the rate of 6% per annum subject to certain interest rate increases based on the average price of copper during the prior interest payment period (the "New Series 2A Notes") in exchange for their Existing Notes. As also previously announced, the TSX conditionally approved the listing of the New Notes subject to the Corporation fulfilling the listing requirements of the TSX, which included the requirement that there be a minimum number of holders of each of the New Series 1A Notes and the New Series 2A Notes following the elections (the "Public Float Requirement").
No-Listing for New Series 2A Notes
Based on the elections received to date, the number of holders of New Series 2A Notes (which is currently fewer than 20) will not meet the Public Float Requirement, and as a result, the New Series 2A Notes will not be listed for trading on the TSX. Further, based on the small number of Noteholders who elected to receive New Series 2A Notes, the Corporation will be unable to obtain a listing for the New Series 2A Notes on another stock exchange. Therefore the New Series 2A Notes will not be listed for trading on any stock exchange.
Permitted Re-Election for New Series 1A Notes
Based on the foregoing, the Corporation has determined to permit Noteholders who elected to receive New Series 2A Notes to re-elect to receive New Series 1A Notes, if they so choose, prior to the completion of the Arrangement. Those Noteholders who wish to re-elect to receive New Series 1A Notes should contact their stockbroker, investment dealer, bank, trust company or other intermediary (the "Intermediaries") through which their initial elections were made, to re-elect to receive New Series 1A Notes in exchange for their Existing Notes. Noteholders will be permitted to make such re-elections through their Intermediaries up until 5:00 p.m. (Toronto time) on June 11, 2010 (the "Re-Election Deadline"). Any such re-elections shall be deemed to have been made as of the date of the initial election by the Noteholder (the "Initial Election Date"), as if made on such Initial Election Date, and those re-electing Noteholders shall be entitled to receive the principal amount of New Series 1A Notes in exchange for their Existing Notes in accordance with the terms of the Arrangement based on having deemed to have elected on such Initial Election Date.
Failure to Re-Elect for New Series 1A Notes
Noteholders who originally elected to receive New Series 2A Notes, and who do not re-elect to receive New Series 1A Notes prior to the Re-Election Deadline will upon completion of the Arrangement, be issued New Series 2A Notes in accordance with their original elections. These New Series 2A Notes will not be listed for trading on any stock exchange and accordingly, there will be no public market through which to sell their New Series 2A Notes. Further and as previously announced, such New Series 2A Notes will not constitute a qualified investment for RRSPs or other registered plans.
This re-election process does not have any impact on, and no further action is required of, any Noteholders who originally elected New Series 1A Notes.
No Other Effect on Arrangement
Other than as described herein, the re-elections will have no other effect on the Arrangement or the previously announced Interim Order from the Ontario Superior Court of Justice (the "Court") regarding the Arrangement. The Arrangement remains subject to final approval by the Court at a final hearing that has been scheduled for June 10, 2010, and approval by the requisite majority of Noteholders at the special meeting to be held on June 7, 2010. Pending receipt of such approvals, the Corporation anticipates that completion of the Arrangement will occur on or about June 14, 2010.
More particular descriptions of the Arrangement, the terms of the New Notes and terms of elections can be found in the Circular, the Form of Election and press release of the Corporation issued on May 14, 2010, all of which have been filed on SEDAR at www.sedar.com
SOURCE Frontera Copper Corporation
For further information: For further information: Mark Distler, CFO at (480) 477-6789