TORONTO, July 5, 2013 /CNW/ - In connection with a credit facility, and pursuant to the terms of a warrant subscription agreement (the "Warrant Subscription Agreement") between Coalspur Mines Limited (the "Company") and the following limited partnerships (the "EIG Funds") in connection therewith, the EIG Funds acquired 120,000,000 Warrants ("Warrants") to purchase up to 120,000,000 Ordinary Shares ("Shares") of the Company as follows:
|EIG Fund|| Percentage of
| Number of
of Shares as
at July 4,
|EIG Energy Fund XV-A, L.P.||23.72%||28,464,504||3.74%|
|EIG Energy Fund XV, L.P.||34.75%||41,704,116||5.48%|
|EIG Energy Fund XV-B, L.P.||22.93%||27,520,200||3.62%|
|EIG Energy Fund XV (Cayman), L.P.||18.59%||22,311,180||2.93%|
|(1)||Rounded to two decimal places.|
|(2)||On a post-exercise basis, rounded to two decimal places.|
The Warrants entitle the holder to purchase one Share for each warrant held at an exercise price of A$0.55 per Share, exercisable for a period of up to 8 years from the commencement of the Exercise Period, subject to customary anti-dilution adjustments.
Prior to the issuance of the Warrants, none of the EIG Funds, nor EIG Management Company, LLC ("EIG Management") nor their affiliates held any voting or equity securities or any securities convertible into voting or equity securities of the Company.
If the Warrants were exercised in full, Shares issued to the EIG Funds would constitute an aggregate of approximately 15.76% of the issued and outstanding Shares as at Warrant Issue Date, (calculated on the basis of 641,244,435 Shares issued and outstanding as at that date, as represented by the Company in the 4 July 2013 Appendix 3B announcement on the Australian Stock Exchange and by including the number of Shares that would be issued if all the Warrants were exercised, but without taking into account the exercise of any other convertible securities that were then outstanding).
EIG Funds are managed by EIG Management pursuant to a sub-advisory agreement entered into with EIG Funds Management, LLC, the manager of EIG Funds, and therefor pursuant to which EIG Management retains the authority and investment discretion to exercise any rights held by EIG Funds under the Warrants.
For purposes of applicable Canadian securities laws, as a result of the EIG Funds entering into the Warrant Subscription Agreement, EIG Management may be considered to have acquired control or direction over the Warrants. EIG Management does not have an economic interest in the Warrants.
The Warrants were, acquired in the ordinary course of business of the EIG Funds as part of the terms of the EIG Facility.
The Warrants were acquired for investment purposes. The EIG Funds may from time to time acquire Shares or other securities of the Company, dispose of some or all of the existing or additional securities they hold or will hold in the open market or otherwise and reserves the right to dispose of any and all of securities of the Company acquired by them in the open market or otherwise, at any time and from time to time, or may continue to hold their current position.
EIG Management has no current plans or proposals relating to or that would result in: (a) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (b) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (c) any material change in the present capitalization or dividend policy of the Company; (d) any other material change in the Company's business or corporate structure; (e) any changes in the Company's charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person; (f) a class of securities of the Company being delisted; (g) a class of equity securities of the Company becoming eligible for termination of registration; or (h) any action similar to those enumerated above.
The Warrants were acquired under the accredited investor exemption provided in section 2.3 of National Instrument 45-106 - Prospectus and Registration Exemption, by each of the EIG Funds as an investment fund that distributes or has distributed its securities only to a person that is or was an accredited investor at the time of the distribution.
The statements made in this release relating to the ownership of Warrants by EIG Management and its purpose and investment intent in acquiring such Warrants, not being within the knowledge of the EIG Funds, are made after enquiry of EIG Management. The EIG Funds have no reason to believe that any such statements are not accurate.
The filing of this news release is not an admission that any person or entity named in this news release is a joint actor with any other herein or therein named person or entity. That description is based on an interpretation of applicable Canadian securities laws for the purposes of making this disclosure.
The address of EIG Funds and EIG Management is:
1700 Pennsylvania Ave. NW,
Washington DC 20006.
A copy of the early warning report filed by EIG Funds and EIG Management reflecting the information in this press release may be obtained from:
Renee Davidovits of EIG Management at:
1700 Pennsylvania Ave. NW,
Washington DC 20006.
SOURCE: EIG Management Company, LLC
For further information: