TORONTO, Nov. 12, 2015 /CNW/ - PricewaterhouseCoopers Inc., the court appointed monitor (the "Monitor") of Great Western Minerals Group Ltd. ("GWMG" or the "Company") (TSX Venture: GWG) (OTCQX: GWMGF), provides the following update, on behalf of the Company, of the previously announced sale and investor solicitation process ("SISP") being implemented under the Companies' Creditors Arrangement Act (the "CCAA") in respect GWMG. The Monitor has the authority to, among other things, act on behalf of GWMG to pursue the ongoing SISP and complete any related transactions.
Sale of Rareco Assets / First Bondholder Distribution
On July 17, 2015, the Company successfully completed the sale (the "Rareco Sale") of all of the securities of its wholly-owned subsidiary, Rare Earth Extraction Co. Limited ("Rareco") to Douglas Trust reg. ("Douglas Trust"), which the Court approved on July 13, 2015.
Pursuant to the terms and conditions of the Rareco Sale, Douglas Trust assumed Rareco's indebtedness to the Company and an offtake agreement between Rareco and its subsidiaries for the exclusive sale of rare earth elements from ore mined at the former Steenkampskraal underground Monazite mine in Western Cape Province, South Africa.
Pursuant to an order of the Court dated August 4, 2015, the net proceeds from the Rareco Sale, among other things, formed the first interim distribution of funds to Wilmington Trust (London) Limited (the "Trustee") on behalf of the holders of the Company's US$90 million 8.00% Secured Convertible Bonds due 2017 (collectively, the "Bondholders"), after deducting certain expenses and reserves.
The Trustee was appointed as trustee for the Bondholders pursuant to a trust deed entered into between the Trustee and the Company dated April 5, 2012.
Sale of the Shares of LCMG Limited (U.K.) / Second Bondholder Distribution
On November 2, 2015, the Company sold all of the securities of LCMG Limited (U.K) ("LCMG" and the "LCMG Shares") to Australasian Minerals and Trading (S) Pte Ltd, through its nominee, Indian Ocean Rare Metals Pte Ltd., and assigned all indebtedness owed to the Company by LCMG or any subsidiary of LCMG (the "Intercompany Debt") to Everett International FZCO (collectively, the "LCMG Sale"). The LCMG Sale was effected pursuant to an offer to purchase executed on October 16, 2015 and accepted by the Monitor on behalf of the Company on October 20, 2015. The Court approved the LCMG Sale on October 29, 2015.
The LCMG Sale was consummated following the unsuccessful closing of the sale of the LCMG Shares to Douglas Trust pursuant to an offer to purchase between Douglas Trust and the Company accepted on August 11, 2015 which was described in the Monitor's seventh report dated August 17, 2015 and approved by the Court on August 20, 2015.
LCMG is a wholly-owned subsidiary of GWMG that holds a 100% ownership interest in Less Common Metals Limited (U.K.), which manufactures alloys that contain transition metals, including nickel, cobalt, iron and rare earth elements.
Pursuant to an order of the Court dated October 29, 2015, the net proceeds from the closing of the LCMG Sale will form the second interim distribution of funds to the Trustee on behalf of the Bondholders, after deducting certain expenses and reserves.
Sale of Hoidas Lake Joint Venture Interest
On November 11, 2015, the Company sold its interest in the Hoidas Lake Joint Venture to Mont Strategies Inc. (the "Hoidas Lake Transaction"). The Hoidas Lake Transaction was effected pursuant to an amended and restated offer to purchase dated October 13, 2015. Court approval was not required in connection with the Hoidas Lake Transaction.
Extension of the Stay Period and SISP to November 30, 2015
On August 20, 2015, the Ontario Superior Court of Justice (Commercial List) (the "Court") issued an order approving the Company's application to extend the stay period to November 30, 2015 in order to permit the Company to complete an orderly sale process of its assets pursuant to the SISP. As described herein, the Company has completed the sale of substantially all of its material assets under the terms of the SISP. The Monitor intends to seek its discharge on November 30, 2015 and intends to seek an order terminating the CCAA proceedings.
GWMG is a manufacturer and supplier of rare earth element-based metal alloys. For further details on GWMG please refer to information provided on its website at http://www.gwmg.caand its regulatory filings available under its name on SEDAR at www.sedar.com.
For further information regarding the SISP and the CCAA proceedings, please refer to the website of the Monitor at the following web address: http://www.pwc.com/car-greatwesternmineralsgroup
Certain information set out in this News Release constitutes forward-looking information. Forward-looking statements (often, but not always, identified by the use of words such as "expected", "may", "could", "anticipate" or "will" and similar expressions (including negative and grammatical variations)) may describe expectations, opinions or guidance that are not statements of fact and which may be based upon information provided by third parties. Certain forward-looking statements in this News Release relate to the discharge of the Monitor. Forward-looking statements are based upon the opinions, expectations and estimates as at the date the statements are made and are subject to a variety of known and unknown risks and uncertainties and other factors that could cause actual events or outcomes to differ materially from those anticipated or implied by such forward-looking statements. Those factors include, but are not limited to; the adequacy of the Company's financial resources and receipt of any Court approvals. Although GWMG believes that the expectations reflected in the forward-looking statements set out in this press release or incorporated herein by reference are reasonable, it can give no assurance that such expectations will prove to have been correct. Except as required by law, GWMG does not assume any obligation to update forward looking statements as set out in this News Release. The forward-looking statements of GWMG contained in this News Release, or incorporated herein by reference, are expressly qualified, in their entirety, by this cautionary statement.
SOURCE PricewaterhouseCoopers Inc.
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