|February 24, 2014|
Western Pacific Completes Initial Advance of Convertible Note Financing and Acquisition of the Deer Trail Mine
|Vancouver, British Columbia, February 24, 2014 - Western Pacific Resources Corp. (WRP TSXV) is pleased to announce that it has completed the acquisition, through its U.S. subsidiary, Western Pacific Resources (U.S.) Corp. ("Western US"), of the Deer Trail Mine located in Piute County, Utah from the Deer Trail Mining Company, LLC ("DTMC"), a subsidiary of Unico, Inc. |
Concurrently with the acquisition of the DTM project, Western Pacific has closed the initial advance of its previously announced secured convertible note financing (the "Initial Advance") with Quintana WRP Holding Company LLC ("Quintana WRP").
To complete the DTM acquisition, Western Pacific paid $1,361,000 to DTMC and transferred to DTMC its interest in the Company's Bombardier property (valued at $1,500,000 for the purposes of the transaction). In addition, Western Pacific is required to pay DTMC post-closing payments of $1,750,000 within twelve months of closing and $1,675,000 within thirty months of closing, subject to acceleration of payment if the Deer Trail Mine is in commercial production. Western Pacific may elect to satisfy up to 25% of the total post-closing payments of $3,425,000 and 25% of any make whole payment in its common shares, where the number of shares will be calculated based on 85% of the twenty day volume weighted share price.
For a description of the Deer Trail Mine, see Western Pacific's news release dated February 26, 2013.
Pursuant to an Investment Agreement between the Company and Quintana WRP (the "Investment Agreement"), Quintana WRP purchased secured convertible notes of the Company ("Secured Notes") in the principal amount of US$3,500,000. The Secured Notes are secured by first ranking charges and security interests over all of the present and future assets of Western Pacific and the Subsidiary, including assets relating to the Deer Trail Project acquired by the Subsidiary. The Secured Notes will mature three years from the closing date of the Financing.
The Secured Notes will be convertible at any time at the option of Quintana WRP, in whole or in part, into common shares of Western Pacific at a price of CAD$0.1328 per share, subject to adjustment as provided in the Investment Agreement. Quintana WRP may also elect to convert all or part of any accrued interest on the Secured Notes into shares at a price equal to the greater of (a) CAD$0.1328 per share, and (b) the closing price of Western Pacific's shares on the TSX Venture Exchange ("TSXV") on the trading day immediately preceding the date of conversion. The Secured Notes and any Shares issued on conversion of the Secured Notes are subject to a four month hold period from their date of issue under applicable securities laws and the policies of the TSXV.
Pursuant to the Investment Agreement, Quintana WRP will make a subsequent advance of US$1,500,000 to purchase additional Secured Notes upon the occurrence of certain milestones. In addition to the Secured Notes, the Investment Agreement also provides that Quintana WRP may elect to make available to Western Pacific up to US$5,000,000 of unsecured notes (the "Unsecured Notes") at any time prior to the third anniversary of the closing of the financing. The Unsecured Notes may be offered in an amount up to the principal amount of Secured Notes that have been advanced by Quintana WRP to Western Pacific (up to US$5,000,000 aggregate principal amount). The Unsecured Notes will be interest free and will mature three years from the closing of the financing. The Unsecured Notes will also be convertible at any time at the option of Quintana WRP, in whole or in part, into common shares of Western Pacific at a price of CAD$0.1328 per share, subject to adjustment as provided in the Investment Agreement.
For additional information regarding the Investment Agreement, see the Company's news release dated December 10, 2013, available under Western Pacific's profile at www.sedar.com.
New Board Members
Concurrently with the closing of the DTM acquisition and the financing, Western Pacific appointed Alfred Hills, Oliver Rodz and Lawrence Roulston to its Board of Directors.
Mr. Hills is a graduate of University of British Columbia in Mining and Mineral Process Engineering and has over 35 years of international mine evaluation, development and operating experience. From 2006 to 2013, Mr. Hills was the CEO and a director of Kobex Minerals Inc. and a predecessor company, International Barytex Resources Ltd. Prior to then, he spent 26 years with the Placer Dome Group of Companies. He held a number of positions including Vice President Evaluations, Mine General Manager at the Kidston Mine, and various positions at Placer Dome's Papua New Guinea operations. He spent five years at the Misima Mine in Papua New Guinea during construction, commissioning, start-up and operations. He also participated in the development of the Porgera Mine. His role as Vice President Evaluations between 2000-2006 resulted in his involvement with acquisitions for Placer Dome including the North Mara Mine in Tanzania and AurionGold Ltd. in Australia. Previously, Mr. Hills was a member of the joint venture board for the South Deep Gold Mine in the Republic of South Africa.
Mr. Hills also participated in developing the CIM Best Practice guidelines for Mineral Resource and Mineral Reserve Estimation and was a corporate member of the SME Resources and Reserve Committee. Mr. Hills was also a member of the Canadian Security Administrators ("CSA") Mining Technical Advisory and Monitoring Committee ("MTAMC") which advised the CSA on mining-related regulatory issues.
The biographies for Mr. Rodz and Mr. Roulston are included in Western Pacific's news release dated December 10, 2013.
As well, Warwick Smith, Ralph Rushton and Eric Saderholm have stepped down from the Board of Directors, Warwick Smith will resign as CEO, and Michael Callahan will be appointed CEO of Western Pacific. Mr. Saderholm will remain with the Company as its VP of Exploration and will be driving the exploration program forward at the Deer Trail Mine. Michael Williams will remain on the Board of Directors. Michael Callahan, CEO and President, comments: "I would like to thank Warwick Smith for his outstanding achievements in building this company over the past 6 years. He has played a leading role in marketing the company and in securing the Deer Trail project. On behalf of everyone at Western Pacific, I would like to wish him great success going forward in his career."
A technical report prepared by JBR Environmental Consultants, Inc, entitled "Technical Report on the Deer Trail Mine Project Piute County, Utah" has been filed on www.sedar.com under the Company's profile. The report, dated effective May 15, 2013, was authored by Mr. Walter Martin, M.Sc., CPG, a "Qualified Person" as defined by National Instrument 43-101 Standards of Disclosure for Mineral Projects.
About Western Pacific Resources Corp.
Western Pacific is focused on developing the polymetallic Deer Trail Mine in Piute County, Utah. The project includes a 250 tpd flotation mill, 5 miles of underground development, a large scale mining permit and other extensive infrastructure. Western Pacific's team is led by industry experts who aim to succeed in creating value for shareholders. For more information, please visit our website at www.westernpacificresources.com.
About Quintana Minerals Corporation
Quintana Minerals Corporation ("QMC") is the management company for a portfolio of energy and natural resources-based private and publicly-traded companies controlled and/or operated by the Corbin J. Robertson Jr. family. The company was formed in 1963 as a division of Quintana Petroleum Corp. and has actively developed and operated precious and industrial metals/minerals projects throughout the Americas. The following are examples of a few of the group's ongoing ventures: Great Northern Properties L.P., a private company that holds over 22 billion tons of coal reserves throughout the US; Corsa Coal Corp., a publicly traded junior mining company (TSXV: CSO); Quintana Energy Partners, L.P., an energy-focused private equity fund; and Quintana Shipping Ltd., the group's 2nd dry bulk shipping venture. For more information please contact Oliver Rodz, Managing Director of QMC, 601 Jefferson Street, Suite 3600, Houston, Texas 77002 (tel: 713-751-7500).
ON BEHALF OF THE BOARD
Arthur Brown, Chairman of the Board
Suite 902-555 Burrard Street
Canada V7X 1M8
Erin Ostrom 604-692-2891
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
The Company has not established a National Instrument 43-101 - Standards of Disclosure for Mineral Projects mineral resource estimate for the DTM Project nor has it made a production decision with respect to such project. Further, the Company has not based its decision to enter into the Streaming Transaction on a feasibility study of mineral reserves, demonstrating economic and technical viability, and, as a result, there may be an increased uncertainty of achieving any particular level of recovery of minerals or the cost of such recovery, including increased risks associated with developing a commercially mineable deposit. Historically, such projects have a much higher risk of economic and technical failure. There is no guarantee that production will begin as anticipated or at all.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements contained in this press release constitute forward-looking statements within the meaning of Canadian securities legislation. Forward-looking statements contained in this news release include, without limitation, statements in respect of the proposed development of the Deer Trail Mine property and receipt of future cash advances pursuant to the Investment Agreement. These statements relate to future events, business prospects or opportunities and product development. All such statements other than statements of historical fact are forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as "seek", "anticipate", "plan", "continue", "estimate", "expect, "may", "will", "project", "predict", "potential", "targeting", "intend", "could", "might", "should", "believe" and similar expressions. The Company believes that the expectations reflected in those forward-looking statements are reasonable, but no assurance can be given that these expectations will prove to be correct and such forward-looking statements should not be unduly relied upon. Actual results and developments may differ, and may differ materially, from those expressed or implied by the forward-looking statements contained in this news release.
Forward-looking statements involve known and unknown risks, uncertainties, assumptions of management and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statement, including but not limited to: (a) the Company being unable to meet the milestones for purchases of Secured Notes under the Investment Agreement; (b) risks associated with the results of exploration activities, the interpretation of drilling results and other geological risks, estimation of mineral resources and the geology, grade and continuity of mineral deposits, project cost overruns or unanticipated costs and expenses; and (c) such other risks detailed from time to time in the Company's quarterly and annual filings with securities regulators and available under the Company's profile on SEDAR at www.sedar.com.
Although the Company believes that the expectations conveyed by the forward-looking statements are reasonable based on the information available to it on the date such statements were made, no assurances can be given as to future results, approvals or achievements. Such forward-looking statements have been made for the purpose of assisting investors in understanding the Company's business, financial and operational performance and plans and may not be appropriate for other purposes. The forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The Company disclaims any duty to update any of the forward-looking statements after the date of this news release to conform such statements to actual results or to changes in the Company's expectations except as otherwise required by applicable law.
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