Mandalay Resources Corporation Provides Update on Repurchase Offer and Consent Solicitation in Respect of 5.875% Secured Exch...
May 12 2017 - 6:44AM
TORONTO, May 12, 2017 (GLOBE NEWSWIRE) -- Mandalay
Resources Corporation ("Mandalay" or the "Company") (TSX:MND)
announced today that Gold Exchange Limited ("GEL"), an unaffiliated
special purpose vehicle incorporated in Jersey, has issued the
announcement attached as Schedule "A" to this press release (the
"Announcement") in respect of GEL's repurchase offer (the
"Repurchase") and consent solicitation (the "Consent Solicitation")
in respect of its U.S.$60,000,000 principal amount 5.875% secured
exchangeable bonds due 2019 (the "Bonds") that was launched on
April 19, 2017.
As indicated in the Announcement, Mandalay
understands that:
- the meeting of Bondholders in respect of the
proposed amendments to the Bonds that were the subject of the
Consent Solicitation has been adjourned indefinitely;
- the Repurchase has been withdrawn; and
- GEL has entered into discussions with Bondholders
with respect to implementing alternative arrangements in respect of
the Bonds which are substantially similar to those that were
originally proposed pursuant to the Repurchase and Consent
Solicitation (the "Alternative Arrangements").
Mandalay has been advised that to date GEL has
received unanimous support from Bondholders in respect of the
Alternative Arrangements. Mandalay will provide a further update on
the Alternative Arrangements once GEL has determined whether or not
they will be implemented.
For Further Information:
Mark Sander
President and Chief Executive Officer
Greg DiTomaso
Director of Investor Relations
Contact:
647.260.1566
About Mandalay Resources
Corporation:
Mandalay Resources is a Canadian-based natural
resource company with producing assets in Australia, Sweden and
producing and exploration projects in Chile. The Company is focused
on executing a roll-up strategy, creating critical mass by
aggregating advanced or in-production gold, copper, silver and
antimony projects in Australia, the Americas and Europe to generate
near-term cash flow and shareholder value.
Forward-Looking
Statements:
This news release contains
"forward-looking statements" within the meaning of applicable
securities laws, including statements regarding the Company's
production of gold, silver and antimony for the 2017 fiscal year.
Readers are cautioned not to place undue reliance on
forward-looking statements. Actual results and developments may
differ materially from those contemplated by these statements
depending on, among other things, changes in commodity prices and
general market and economic conditions. The factors identified
above are not intended to represent a complete list of the factors
that could affect Mandalay. A description of additional risks that
could result in actual results and developments differing from
those contemplated by forward-looking statements in this news
release can be found under the heading "Risk Factors" in Mandalay's
annual information form dated March 31, 2017, a copy of which is
available under Mandalay's profile at www.sedar.com. In addition,
there can be no assurance that any inferred resources that are
discovered as a result of additional drilling will ever be upgraded
to proven or probable reserves. Although Mandalay has attempted to
identify important factors that could cause actual actions, events
or results to differ materially from those described in
forward-looking statements, there may be other factors that cause
actions, events or results not to be as anticipated, estimated or
intended. There can be no assurance that forward-looking statements
will prove to be accurate, as actual results and future events
could differ materially from those anticipated in such statements.
Accordingly, readers should not place undue reliance on
forward-looking statements.
Schedule
"A"
NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION IN OR INTO THE UNITED STATES, ITS TERRITORIES AND
POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF
COLUMBIA (THE "UNITED STATES")
12 May 2017
GOLD EXCHANGEABLE
LIMITED ANNOUNCES ADJOURNMENT OF MEETING AND WITHDRAWAL OF
REPURCHASE OFFER
Notice is hereby given that the Meeting of the
Bondholders convened by Gold Exchangeable Limited (the "Issuer") in
relation to its U.S.$60,000,000 5.875 per cent. Secured
Exchangeable Bonds due 2019 (the "Bonds") (ISIN: XS1061459381) by
the notice dated 19 April 2017 as notified through the clearing
systems to holders of the Bonds ("Bondholders") was adjourned
indefinitely at the request of the Issuer.
Notice is also hereby given that the repurchase
offer made by the Issuer in relation to the Bonds, which was made
on the terms, and subject to the conditions, contained in the
repurchase and consent solicitation memorandum dated 19 April 2017
(as amended on 27 April 2017) (the "Repurchase and Consent
Solicitation Memorandum"), has been withdrawn by the Issuer.
Capitalised terms used in this announcement have the same meaning
ascribed to them in the Repurchase and Consent Solicitation
Memorandum.
The Issuer has entered into discussions with
Bondholders on alternative arrangements in respect of the Bonds
which are substantially similar to those contained in the Proposal.
The Issuer intends to implement these arrangements as soon as
possible, and to date has received unanimous indicative support in
respect of these arrangements from the Bondholders (subject to
completion of the necessary documentation).
Given the intention to amend the Conditions in a
manner similar to those contained in the Proposal, the Issuer will
not comply with the requirements of Condition 3.2 of the Bonds to
register Gold Shares (as defined in the Conditions) in the Custody
Accounts (as defined in the Conditions) on 14 May 2017.
To the extent a Bondholder had submitted an
Electronic Instruction prior to the Expiration Deadline, it may
request the relevant clearing system to unblock the Bonds from its
account.
This
announcement is distributed by Nasdaq Corporate Solutions on behalf
of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: Mandalay Resources Corporation via
Globenewswire
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