VANCOUVER, Feb. 2, 2015 /CNW/ - Western Pacific
Resources Corp. ("Western Pacific" or the "Company") (TSX-V:
WRP) is pleased to announce that it has issued the
remaining US$295,000 (the "Second
Note") in unsecured convertible notes (the "Notes") to Quintana WRP
Holding Company LLC (the "Placee"), subsequent to the Company's
news release dated January 5,
2015.
The Notes will be convertible at the option of the Placee into
common shares of the Company ("Shares") at a price of CAD$0.1215 per share. The Note holder will have
the option to convert US$101,250 of
the principal amount of the Second Note into a net smelter royalty
("NSR") equal to 0.1125%. The NSR is to be calculated based on all
metals and minerals, if any, produced from the Company's Deer Trail
Project.
The Notes shall become due on the third anniversary after
issuance and shall accrue interest at a rate of 9.5% per annum,
compounded semi-annually and payable quarterly. The Company will
have the option, in lieu of a cash payment, to convert all or part
of any accrued interest on the Notes into Shares at a price equal
to the greater of (a) CAD$0.1215 per
Share, or (b) the closing price of the Shares on the TSX Venture
Exchange ("TSX-V") on the trading day immediately preceding the
date of conversion.
The net proceeds from the private placement will be used for
further development work on the Company's Deer Trail Project and
for general working capital purposes. The Notes and any Shares
issued either on conversion of the Notes or in lieu of cash
payments of interest will be subject to a four month hold period
from their date of issue under applicable securities laws and the
policies of the TSX-V.
As the Placee is a related party within the meaning of TSX-V
Policy 5.9, which incorporates the provisions of Multilateral
Instrument 61-101 ("MI 61-101"), the acquisition of Notes by the
Placee will constitute a "related party transaction" subject to the
provisions of MI 61-101. The acquisition of Notes will be exempt
from the formal valuation and minority shareholder approval
requirements of MI 61-101 as the fair market value of the Notes
will not exceed 25% of the Company's market capitalization.
Oliver Rodz and Lawrence Roulston, who are nominees of the
Placee or its related parties on the Board of Directors of the
Company (the "Board"), abstained from voting on the approval by the
Board of the Notes placement. Alf
Hills, who is a nominee of the Placee or its related parties
on the Board, but does not hold a "disclosable interest" in the
transaction within the meaning of the Business Corporations Act
(BC), voted in favour of the Notes placement, as did all of the
other directors.
The Placee and its related and associated entities currently
beneficially own or control the following securities of the
Company:
- 13,978,538 common shares of the Company;
- Secured convertible notes (the "Secured Notes") in the amount
of US$5.0 million, which are
convertible at any time, in whole or in part, into common shares of
the Company at a rate of CAD$0.1328
per share;
- Unsecured convertible notes in the amount of US$355,000, which are convertible at any time, in
whole or in part, into common shares of the Company at a rate of
CAD$0.1215 per share; and
- A right to provide up to US$3,300,000 of future, unsecured, non-interest
bearing convertible notes (the "Future Notes"), which if issued
would be convertible at the option of the Placee or the Company
into Shares at a price of CAD$0.1328
per share.
In the event that all of the Notes and the Future Notes were
issued, and assuming the entire principal amounts of the Notes, the
Secured Notes and the Future Notes were converted into Shares,
based on a US$-CAD$ exchange rate of 1.2717, the Placee and its
related and associated entities would, on a pro forma basis,
beneficially own or control 100,263,121 Shares, representing 72.38%
of the pro forma issued and outstanding shares.
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 some
the group's on-going ventures: Natural Resource Partners L.P., a
publicly traded MLP (NYSE: NRP); Great Northern Properties L.P., a
private company that holds over 22 billion tons of coal reserves;
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).
About Western Pacific Resources Corp.
Western Pacific is a publicly traded resource exploration
company focused on advancing a strong portfolio of precious metal
properties in the Western United
States. The Company is currently exploring the historic
polymetallic Deer Trail Mine in Piute
County, Utah. The Company's shares trade on the TSX Venture
Exchange under the symbol "WRP". Western Pacific's team is led by a
slate of technical and financial experts whose aim is to succeed in
creating shareholder value through the development of its portfolio
of projects as well as by pursuing additional property acquisitions
and other strategic opportunities.
ON BEHALF OF THE BOARD
"Michael Callahan"
Michael Callahan
President & CEO
Neither the TSX Venture Exchange nor the Investment Industry
Regulatory Organization of Canada
accepts responsibility for the adequacy or accuracy of this news
release.
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 expected closing of the private placement. 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.
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.
SOURCE Western Pacific Resources Corp.