TSX.V (NEX Board): GBN.H |
SASKATOON, May 13,
2016 /CNW/ - Golden Band Resources Inc. ("Golden Band"
or the "Company") (TSXV: GBN) announces that, in connection with
the proposal proceedings initiated by the Company on April 15, 2016 under the Bankruptcy and
Insolvency Act (Canada) (the
"BIA"), it has obtained an Order of the Court of Queen's Bench For
Saskatchewan granting it approval to, among other things,
extend the stay of proceedings outlined in the news release issued
on April 15, 2016 for a further 45
days and undertake a sales and investment solicitation process (the
"SISP") to sell the assets and/or the shares of the Company at the
best possible price available in the marketplace (the
"Restructuring"). In that regard, the Company has engaged
Deloitte Corporate Finance Inc. to act as sales agent in connection
with the SISP. The deadline for submission of non-binding letters
of intent ("LOI") is 5:00pm
Saskatoon time on Monday, June 27, 2016.
The Company has also entered into a $1,185,000.00 (CAD) debtor-in-possession term
sheet (the "DIP Term Sheet") with CAMCE Holding Inc., an affiliate
of Procon Resources Inc. ("Procon"), the lender under the senior
secured gold stream credit agreement (the "Credit Agreement") dated
August 3, 2012 assigned to Procon
effective February 22, 2013.
Advances made pursuant to the DIP Term Sheet will be used to
implement the Restructuring and to provide for working capital and
other ordinary course expenditures of the Company. All
obligations of the Company pursuant to the DIP Term Sheet
(collectively, the "DIP Obligations") shall be secured by a first
(except as otherwise set out therein) ranking, court ordered charge
on all of the property of the Company.
Procon has also submitted a stalking horse credit
bid (the "Stalking Horse Credit Bid"). In the event that the
result of the SISP is that the Stalking Horse Credit Bid is put
forward to the Court for approval as the best offer available
pursuant to the SISP and is implemented as a share bid, then
(subject to court approval) all of the existing equity interests in
the Company will be retracted, cancelled and extinguished and new
equity interests in the Company will be issued to Procon pursuant
to a BIA Proposal To Creditors. In the event that the result
of the SISP is that the Stalking Horse Credit Bid is put forward to
the Court for approval as the best offer available pursuant to the
SISP and is implemented as an asset bid, then (subject to court
approval) all of the material assets of the Company will be
conveyed to Procon free and clear of any security, charge or other
restricted, other than permitted encumbrances. In the event
that the result of the SISP is to yield a superior offer from a
third party other than Procon that is put forward to the Court for
approval as the best offer available, then the transaction arising
out of such third party offer would be implemented and put forward
for court approval in a similar manner (as either a share bid or an
asset bid, as the case may be).
The purchase price offered by Procon pursuant to
the Stalking Horse Credit Bid is equal to the obligations of the
Company to Procon under the Credit Agreement as of the closing date
(which, as of April 8, 2016, were
approximately $19.6 million,
exclusive of professional fees and costs), all obligations owed by
the Company pursuant to the DIP Term Sheet and any obligations of
the Company that are outstanding as of the closing date and that
rank in priority to the DIP Obligations. The closing date is
expected to be no later than August 12, 2016.
These matters are subject to various conditions
and there can be no assurance that the Restructuring or any
transaction described above will be successfully completed.
About Golden
Band
Golden Band Resources Inc. is a former gold
producer operating in the La Ronge
gold belt in northern Saskatchewan
and is listed on the NEX board of the TSX Venture Exchange in
Canada under the symbol GBN.H.
Commercial production was declared on April
1, 2011. The Company has suspended mining operations (see
news release of June 30, 2014) but
has been actively exploring the La Ronge Gold Belt since 1994 and
has assembled a land package of 870 km2, including 13
known gold deposits and five former producing mines, being Jolu,
Decade, Star Lake, EP and Komis
(the La Ronge Project area). On April 15,
2016, the Company filed a Notice of Intention To Make
a Proposal to its Creditors under section 50.4 of the Bankruptcy
and Insolvency Act (Canada),
to assist its restructuring efforts.
On behalf of the Board of Directors of Golden
Band Resources Inc.,
"Paul Saxton"
Paul Saxton, CEO
Deloitte Corporate Finance Inc., Sales
Agent:
All parties with an interest in submitting a
proposal for the assets and/or shares of the Company should contact
Deloitte Corporate Finance Inc. for additional information and
further instructions on the sales process:
Kevin Becker:
604-640-4926
Email: kebecker@deloitte.ca
The Bowra Group, Trustee:
Kristin Gray:
780-809-1224
Email: kgray@bowragroup.com
Caution Regarding Forward-Looking Information
and Statements
This news release includes certain
forward-looking statements or information. All statements other
than statements of historical fact included in this release,
including, without limitation, statements regarding the potential
restructuring and financing plans, objectives or expectations of
Golden Band Resources Inc. (Company) are forward-looking statements
that involve various risks and uncertainties. There can be no
assurance that such statements will prove to be accurate and actual
results and future events could differ materially from those
anticipated in such statements. Important factors that could cause
actual results to differ materially from the Company's plans or
expectations include risks relating to the failure to obtain
restructuring proposals acceptable to the Company, necessary
regulatory or shareholder approvals, regulatory changes, timeliness
of government or regulatory approvals and other risks detailed
herein and from time to time in the filings made by the Company.
The Company makes all reasonable efforts to update its corporate
information on a timely basis.
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.
SOURCE Golden Band Resources Inc.