TORONTO, June 20, 2019 /CNW/ - Wexford Capital LP ("Wexford") announced that, on June 19, 2019, Wexford Spectrum Trading Limited ("WST") and Wexford Catalyst Trading Limited ("WCT" and, together with WST, the "Wexford Funds"), two private investment funds managed by Wexford, agreed to purchase 36,286,021 common shares ("Common Shares") of Terraco Gold Corp. ("Terraco") at a subscription price of C$0.13 per Common Share, for an aggregate subscription price of C$4,717,182.73.
The Common Shares are being purchased in connection with a non-brokered private placement (the "Private Placement"), which was announced by Terraco on June 20, 2019 concurrently with the announcement by Terraco that on June 19, 2019 it entered into a definitive arrangement agreement (the "Arrangement Agreement") with Sailfish Royalty Corp. ("Sailfish"), pursuant to which Sailfish has agreed to acquire all of the issued and outstanding Common Shares in exchange for consideration of 0.12 of a common share of Sailfish for each Common Share held, by way of a plan of arrangement under the Business Corporations Act (British Columbia) (the "Arrangement"). The Wexford Funds are the majority shareholders of Sailfish, beneficially owning an aggregate of approximately 76% of the outstanding Sailfish common shares.
Prior to agreeing to participate in the Private Placement, the Wexford Funds did not own any Common Shares. Following closing of the Private Placement, the Wexford Funds will own an aggregate of 36,286,021 Common Shares, which would represent approximately 19.9% of the issued and outstanding Common Shares, subject to a third party pre-emptive right to maintain its pro-rata interest in Terraco.
The Common Shares will be purchased pursuant to customary subscription agreements delivered by WST and WCT to Terraco in connection with the Private Placement. Completion of the Private Placement is subject to a number of conditions, including receipt of the approval of the TSX Venture Exchange. The Private Placement is not conditional on completion of the Arrangement.
The Common Shares are being acquired for investment purposes. The Wexford Funds may from time to time acquire additional securities, dispose of some or all of the existing or additional securities, or may continue to hold the securities of Terraco. In addition, Sailfish, which may be considered a joint actor of the Wexford Funds and Wexford for purposes of Canadian securities laws, has agreed to acquire all of the issued and outstanding Common Shares pursuant to the Arrangement on and subject to the terms of the Arrangement Agreement.
Depending on market conditions, general economic or industry conditions, trading prices of Terraco's securities, Terraco's business, financial condition and prospects and/or other relevant factors, Wexford, the Wexford Funds and/or Sailfish may also take other actions in respect of Terraco or its securities, and may discuss such actions with Terraco's management and board of directors, other shareholders of Terraco, and other interested parties, such as existing or potential strategic partners, investment professionals, and other investors.
The head office of Terraco is located at Suite 2390, 1055 West Hastings Street, Vancouver, British Columbia, V6E 2E9, Canada. The address of WST and WCT is c/o Maples & Calder, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands.
About Wexford Capital LP
Wexford Capital LP is an SEC-registered investment advisor based in West Palm Beach, Florida and Greenwich, Connecticut, with approximately US$3 billion of assets under management. Wexford has particular expertise in the energy/natural resources sector with actively managed investments in mining, oil and gas exploration and production, energy services, coal and related sectors.
For further information and to obtain a copy of the early warning report filed under applicable Canadian securities laws in connection with the Wexford Funds' acquisition of Common Shares in connection with the Private Placement, please see Terraco's profile on the SEDAR website www.sedar.com or contact:
Wexford Capital LP
411 West Putnam Ave.
Greenwich, CT 06830
Telephone: (203) 862-7000
Contact: Arthur Amron
Neither TSX Venture Exchange nor its Regulation Services Provider (as the term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
SOURCE Wexford Capital LP