PETERBOROUGH, NH, Jan. 7, 2019 /CNW/ - Mr. Thomas M. Clay announced today that an updated early warning report and corresponding updated report filed with the United States Securities and Exchange Commission under Section 13d of the Securities Exchange Act of 1934 have been filed in respect of Golden Queen Mining Co. Ltd. ("Golden Queen").
Mr. Thomas M. Clay, together with certain other members of the Clay family and associated entities (collectively, the "Clay Group"), have determined, as of January 3, 2019, that they, and/or an entity that they may form (which any such entity may include ownership by other affiliates or insiders of Golden Queen, persons related to or affiliated with the Clay Group, and/or persons unrelated and unaffiliated with the Clay Group), intend to engage in discussions with Golden Queen's management, board of directors, other stockholders, and other relevant parties for the purposes of considering an acquisition transaction with respect to Golden Queen and initiated by the Clay Group.
On January 4, 2019, the Clay Group submitted a preliminary, non-binding letter (the "Proposal Letter") to Golden Queen's board of directors. In the Proposal Letter, the Clay Group proposed to acquire all of the outstanding equity interests of Golden Queen Mining Company, LLC held indirectly by Golden Queen in exchange for (i) the surrender of the notes and all indebtedness held by the Clay Group under that certain Second Amended and Restated Term Loan Agreement dated as of November 21, 2016, as amended, (ii) the surrender of all shares of common stock ("Common Stock") and warrants and options to acquire shares of Common Stock beneficially held by the Clay Group, (iii) a cash payment, and (iv) other good and valuable consideration. The Clay Group intend to engage in discussions with Golden Queen's board of directors and management with respect to the Proposal Letter.
According to Golden Queen's most recent Form 10-Q filing with the Securities and Exchange Commission, Golden Queen had 300,101,444 shares of Common Stock outstanding as of November 8, 2018. The Clay Group, as of January 3, 2019, collectively beneficially own 195,123,699 shares of the Company's outstanding Common Stock (including options to purchase 257,500 shares of Common Stock and warrants to purchase 18,000,000 shares of Common Stock), constituting, in the aggregate, approximately 61.3% of the Company's Common Stock (including the aforementioned options and warrants).
Golden Queen is listed on the Toronto Stock Exchange under the symbol "GQM".
This press release is issued pursuant to National Instrument 62-104 – Take-Over Bids and Issuer Bids, which also requires a report to be filed with the applicable securities commissions.
A copy of the report may be obtained from the SEDAR website under the profile for the Issuer and may also be obtained by contacting East Hill Management Company, LLC, 70 Main Street, Suite 300, Peterborough, NH 03458 USA at 603-371-9032.
SOURCE Thomas M. Clay
For further information: Thomas M. Clay, c/o East Hill Management Company, LLC, 70 Main Street, Suite 300, Peterborough, NH, 03458 USA, 603-371-9032