HOUSTON, TX, Feb. 24, 2014 /CNW/ - This press release is being disseminated by Quintana WRP Holding Company LLC (the "Company") at the address of c/o Quintana Minerals Corporation, 601 Jefferson Street, Suite 3600, Houston, Texas 77002, United States as required by National Instrument 62-103 - The Early Warning System and Related Take Over Bids and Insider Reporting Issues.
On February 21, 2014, pursuant to the terms of an investment agreement entered into between the Company and Western Pacific Resources Corp. (the "Issuer") dated December 10, 2013, as amended (the "Investment Agreement"), a copy of which has been filed by the Issuer on SEDAR, the Issuer issued to the Company a USD$3,500,000 principal amount Secured Convertible Note maturing on February 21, 2017 (the "Secured Convertible Note"). The Issuer received USD$3,500,000 (CND$3,865,750) 1 from the Company in consideration for the Secured Convertible Note.
The Secured Convertible Note is, at the option of the Company convertible in whole or in part into common shares of the Issuer ("Common Shares") at a price of CND$0.1328 per Common Share. Should the Company elect to convert the full principal amount of the Secured Convertible Note into Common Share as of the date hereof, the Company would acquire 29,109,563 Common Shares, or 45% of the issued and outstanding Common Shares.1
The Investment Agreement provides for the private placement of (i) secured convertible notes in the principal amount of up to USD$5,000,000 issuable upon the completion of certain milestones or earlier at the option of the Company and (ii) unsecured convertible notes in the principal amount of up to USD$5,000,000 issuable at the option of the Company. Taking into account the Secured Convertible Note, the Issuer may issue up to an additional USD$6,500,000 principal amount of convertible notes pursuant to the terms of the Investment Agreement.
The secured convertible notes issued pursuant to the terms of the Investment Agreement will be convertible in whole or in part into Common Shares at a price of CND$0.1328 per Common Share at the option of the Company and the unsecured convertible notes will be convertible in whole or in part into Common Shares at a price of CND$0.1328 per Common Share at the option of either the Company or the Issuer.
If the Company were to elect to advance the remaining USD$6,500,000 (CDN$7,179,250)1 in consideration for secured and unsecured convertible notes and to convert the full principal amount of such convertible notes into Common Shares as at the date hereof, the Company would hold an aggregate of 83,170,180 Common Shares or 69.8%% of the issued and outstanding Common Shares.1
The Secured Convertible Note was, and any other secured or unsecured convertible notes issued pursuant to the Investment Agreement will be, issued to the Company directly from the Issuer. All descriptions herein of the Investment Agreement and the Secured Convertible Note are qualified entirely by reference to the terms and conditions of the Investment Agreement filed by the Issuer on SEDAR.
The Company is an accredited investor as such term is defined in National Instrument 45-106 - Prospectus and Registration Exemptions and has relied on the exemption from the prospectus requirement under securities legislation provided in Section 2.3 of National Instrument 45-106 - Prospectus and Registration Exemptions.
The Company is an indirect wholly owned subsidiary of Quintana Metals Holding Company, LLC. Quintana Metals Holding Company, LLC is ultimately controlled by Corbin Robertson Jr.
An early warning report in respect of the above transactions will be filed with the relevant Canadian securities regulatory authorities. Copies of such reports may be obtained from SEDAR at www.sedar.com or by contacting Oliver Rodz at (713) 751-7547.
1 Based on the Bank of Canada USD$:CND$ exchange rate of February 19, 2014 of 1.1045.
SOURCE: Quintana WRP Holding Company LLC
For further information:
Oliver Rodz at (713) 751-7547