TORONTO, June 27, 2018 (GLOBE NEWSWIRE) — Marret Resource Corp. (TSX:MAR) (“Marret” or the “Company“) is pleased to announce the closing of the first tranche of its previously announced private placement offering (the “Private Placement“) of 45,817,828 subscription receipts (“Subscription Receipts“) at a price of $0.55 per Subscription Receipt for total gross proceeds of approximately $25 million (the “Offering“). The Offering was led by GMP Securities L.P. (the “Agent“). The Private Placement was completed in connection with the previously announced proposed transaction by the Company, by way of a statutory plan of arrangement (the “Plan of Arrangement“) pursuant to the Business Corporations Act (Ontario) (the “Proposed Transaction“).
Each Subscription Receipt will entitle the holder thereof to receive, without payment of additional consideration or further action, upon closing of the Proposed Transaction, one existing common share in the capital of the Company (an “Existing Share“) which will be immediately and automatically exchanged for one new common share in the capital of the Company (a “New Common Share“) as a step in the Plan of Arrangement.
Upon completion of the Proposed Transaction, the Company’s investment strategy will change from its current focus on natural resource lending to a broader lending-oriented credit platform that will initially make an investment in a primarily U.S. based loan portfolio with an attractive yield managed by the principals of BC Partners Credit, a credit platform affiliated with BC Partners Advisors L.P. (“BCP“). BCP is a leading international investment firm with over C$27 billion of assets under management in private equity and private credit. The new strategy will be headed by Ted Goldthorpe, Managing Partner of BC Partners Credit, who was previously President of Apollo Investment Corporation, Chief Investment Officer at Apollo Investment Management, and head of its U.S. Opportunistic platform.
The gross proceeds received from the Offering, less a portion of the Agent’s commission and the expenses of the Agent, has been deposited into escrow with Computershare Trust Company of Canada, as escrow agent for the Subscription Receipts (the “Subscription Receipt Agent“), and will be released to the Company upon notice to the Subscription Receipt Agent that the escrow release conditions (the “Release Conditions“) specified in the Subscription Receipt Agreement between the Company, the Agent, BC Partners Investment Holdings Limited and the Subscription Receipt Agent have been satisfied. As consideration for the services of the Agent rendered in connection with the Offering, the Company has agreed to pay the Agent an aggregate cash fee equal to 6.0% of the gross proceeds of the Offering, except in respect of sales to certain purchasers identified by BCP (the “President’s List Subscribers“), for which the Company agreed to pay a cash fee equal to 3.0% of the gross proceeds in respect of Subscription Receipts subscribed for by President’s List Subscribers.
Upon the satisfaction of the Release Conditions by the Company and BCP and pursuant to the terms of the Plan of Arrangement, each Subscription Receipt will be automatically converted into one Existing Share. The Existing Shares will be exchanged for New Common Shares in connection with the Proposed Transaction, which will be freely tradeable upon the closing of the Proposed Transaction. The Subscription Receipts will be issued under exemptions from the prospectus requirements and will be subject to a statutory hold period ending October 28, 2018.
The Release Conditions include, among other things, the completion, satisfaction or waiver of all conditions precedent to the Proposed Transaction and to the acquisition of the loan portfolio; the entering into of the definitive agreement for the Proposed Transaction and the acquisition agreement for the primarily U.S. based loan portfolio; the receipt of all shareholder, court and regulatory approvals required for the Proposed Transaction; and the New Common Shares being conditionally approved for listing on the Toronto Stock Exchange (the “TSX“).
In the event that the Release Conditions are not satisfied by October 25, 2018, the full proceeds of the Offering, plus accrued interest, will be returned to the purchasers of the Subscription Receipts, and the Subscription Receipts will be automatically cancelled and of no further force or effect.
As a condition to the closing of the Offering, lock-up agreements were entered into by each existing executive officer and director of the Company as well as each individual who will serve as an executive officer and director of the Company upon completion of the Proposed Transaction, and each shareholder that will hold 10% or greater of the Company’s common shares upon completion of the Proposed Transaction.
It is intended that, upon completion of the Proposed Transaction, the net proceeds of the Offering will be utilized primarily to acquire a diversified U.S. loan portfolio assembled by BC Partners Credit and for general corporate purposes. The BCP team plans to grow the loan portfolio both organically and strategically, while at the same time pursuing opportunities to add diversified fee streams on externally managed assets. As previously disclosed, the Company’s interest in Cline Mining Corporation, or proceeds from the sale thereof, will be distributed to existing shareholders of the Company pursuant to the Proposed Transaction.
The Proposed Transaction requires approval from the Company’s shareholders. It is expected that a special meeting (the “Meeting“) will be held at the end August 2018 to consider and vote upon the Proposed Transaction, subject to Marret and BCP entering into a definitive arrangement agreement which will set out the structure for the Proposed Transaction and contain terms and conditions as are customary for transactions of such nature, including, but not limited to, legal and tax due diligence and structuring.
About Marret Resource Corp.
Marret Resource Corp. is currently focused on natural resource lending. The Company’s business is primarily directed to investing in public and private debt securities of and making term loans (including bridge and mezzanine debt) to issuers in a broad range of natural resource sectors, including energy, base and precious metals and other commodities, and issuers involved in exploration and development, and may also include financing other resource-related businesses and investing in public and private equity and quasi-equity securities. The Company seeks to generate income mainly from its lending activities, while taking advantage of additional upside through equity participation in the companies which it finances.
About BC Partners Advisors L.P. and BC Partners Credit
BC Partners is a leading international investment firm with over C$27 billion of assets under management in private equity and private credit. Established in 1986, BC Partners has played an active role in developing the European buyout market for three decades. Today, BC Partners executives operate across markets as an integrated team through the firm’s offices in North America and Europe. Since inception, BC Partners has completed 103 private equity investments in companies with a total enterprise value of €127 billion and is currently investing its tenth private equity fund. For more information, please visit www.bcpartners.com.
BC Partners Credit was launched in February 2017 and has pursued a strategy focused on identifying attractive credit opportunities in any market environment and across sectors, leveraging the deal sourcing and infrastructure made available from BC Partners.
For further information about Marret Resource Corp. and its ongoing business, please contact: Marret Investor Services 416.214.5800.
This press release contains forward-looking statements and information within the meaning of applicable securities legislation. Forward-looking statements can be identified by the expressions “seeks”, “expects”, “believes”, “estimates”, “will”, “target” and similar expressions. The forward-looking statements are not historical facts but reflect the current expectations of the Company regarding future results or events and are based on information currently available to them. Certain material factors and assumptions were applied in providing these forward-looking statements. The forward-looking events and circumstances discussed in this release include, but are not limited to, the timing and likelihood of the satisfaction of the Release Conditions, the terms of the Proposed Transaction (including any potential sale of Cline Mining Corporation) and acquisition of the loan portfolio, the timing and conditions of the Proposed Transaction and the acquisition of the loan portfolio, the timing and nature of shareholder, court and regulatory approval for the Proposed Transaction, and the listing of the New Common Shares on the TSX. All forward-looking statements in this press release are qualified by these cautionary statements. The Company believes that the expectations reflected in forward-looking statements are based upon reasonable assumptions; however, the Company can give no assurance that the actual results or developments will be realized. These forward-looking statements are subject to a number of risks and uncertainties that could cause actual results or events to differ materially from current expectations, including the matters discussed under “Risks Factors” in the most recently filed annual information form and MD&A for the Company. Readers, therefore, should not place undue reliance on any such forward-looking statements. Further, a forward-looking statement speaks only as of the date on which such statement is made. The Company undertakes no obligation to publicly update any such statement or to reflect new information or the occurrence of future events or circumstances except as required by securities laws. These forward-looking statements are made as of the date of this press release.
This press release is not, and should not be construed as, an offer to sell or acquire any securities (including Existing Shares and Subscription Receipts) in any jurisdiction.