TORONTO, April 12, 2013 /CNW/ - FBC Holdings Sárl ("FBC") acquired, and Cyrus Capital Partners, L.P. ("Cyrus") acquired indirect control over, an aggregate of 5,494,505 common shares ("Common Shares") of Maudore Minerals Ltd. ("Maudore Minerals") and an aggregate of 2,747,252 Common Share purchase warrants ("Warrants") as a result of FBC's purchase of 5,494,505 units of Maudore Minerals ("Units") at the price of C$0.91 per Unit pursuant to a larger brokered private placement transaction of Maudore Minerals (the "Private Placement"). Each Unit consists of one Common Share and one-half of one Warrant. Each Warrant entitles the holder to purchase one Common Share at a price of C$1.13 for a period of 2 years following the date hereof.
Prior to the closing of the Private Placement, FBC held 1,760,000 Common Shares and 880,000 Common Share purchase warrants (the "Previous Warrants"). After the closing of the Private Placement, if FBC were to exercise the Warrants and the Previous Warrants, FBC would hold, and Cyrus would indirectly control, 10,881,757 Common Shares on the date hereof, representing 21.4% of outstanding capital of Maudore Minerals 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 47,241,522 Common Shares outstanding as of April 12, 2013, as disclosed by Maudore Minerals in its press release dated April 12, 2013 announcing completion of the Private Placement, a copy of which press release was filed and is available on SEDAR at www.sedar.com.
FBC acquired ownership over the Units that are the subject of this report for investment purposes. The Units were acquired under the accredited investor exemption provided in section 2.3 of National Instrument 45-106.
In connection with the investment by FBC in the Units, FBC and Cyrus may engage in communications with members of management and the board of directors of Maudore Minerals, 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 Minerals. FBC and Cyrus intend to review their investment in Maudore Minerals on a continuing basis. Depending on various factors including, without limitation, Maudore Minerals' 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 Minerals as FBC and Cyrus deem appropriate including, without limitation, seeking board representation, making proposals to Maudore Minerals concerning changes to the capitalization, ownership structure or operations of Maudore Minerals, 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 Minerals 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 SÁRL AND CYRUS CAPITAL PARTNERS, L.P.
For further information:
FBC Holdings Sárl
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: David A. Milich, Chief Operating Officer
Tel: (212) 380-5800