North American Tungsten Obtains Regulatory Approval for Conversion
of Debentures
VANCOUVER, BRITISH COLUMBIA--(Marketwired - Mar 24, 2014) -
North American Tungsten Corporation Ltd. (TSX-VENTURE:NTC) ("NTC"
or "the Company") announces today that is has obtained approval
from the TSX Venture Exchange ("TSX-V") for the conversion right
(the "Conversion Right") to a principal amount of US$9 million of
debentures previously issued on December 31, 2013, and on January
15, 2014 (the "Convertible Debentures"). The Convertible Debentures
will be convertible into common shares of NTC ("NTC Shares") at a
price equal to CAD$0.12 per NTC Share. The Convertible Debentures
apply a fixed exchange rate of CDN$1 = US$0.94. The Company
obtained shareholder approval relating to the Conversion Right at
its annual general meeting of shareholders held on February 21,
2014.
As a result of the Conversion Right, the following persons hold
the following number or principal amount of NTC securities and NTC
securityholding percentages:
|
Current Shareholdings of NTC Shares |
% of the issued and outstanding NTC Shares |
Principal Amount of Debentures (US$) |
Fully Diluted Shareholdings of NTC Shares |
% of the issued and outstanding NTC Shares on a fully diluted
basis |
Ronald A. Erickson and Kurt Heikkila(1)(2) |
42,597,902 |
17.9% |
US$862,500(4) |
111,695,240(5) |
36.4% |
Queenwood Capital Partners II LLC(2) |
Nil |
Nil |
US$6,300,000(4) |
55,851,063 |
19.0% |
David S. Erickson(3) |
20,639,071 |
8.7% |
US$600,000(4) |
25,958,220 |
10.7% |
|
Notes: |
(1)
Ronald A. Erickson and Kurt Heikkila are deemed to act jointly and
in concert. NTC Shares held by Queenwood Capital Partners II LLC
("Queenwood II") are deemed to be held by each of Mr. Ronald A.
Erickson and Mr. Kurt Heikkila. Queenwood II is an entity owned as
to 50% by each of Ronald A. Erickson and Kurt Heikkila. |
(2)
The address for Ronald A. Erickson, Kurt Heikkila and Queenwood II
is 4567 American Boulevard, West Bloomington, MN 55437. |
(3)
The address for David S. Erickson is 8000 Norman Center Drive,
Suite 620, Bloomington, MN 55437 |
(4)
The Debentures apply a fixed exchange rate of CDN$1 = US$0.94.
Therefore, the Debentures held directly and indirectly by Ronald A.
Erickson and Kurt Heikkila are in the principal amount of
CAD$917,553; the Debenture held by Queenwood II is in the principal
amount of CAD$6,702,128; and the Debentures held directly and
indirectly by David S. Erickson are in the principal amount of
CAD$638,298. |
(5)
Inclusive of NTC Shares held by Queenwood II on a fully diluted
basis as well as options and warrants held by Ronald A. Erickson
and Kurt Heikkila. |
|
QUEENWOOD CAPITAL PARTNERS II LLC
Two directors of the Company, Ronald A. Erickson and Kurt
Heikkila, collectively own all of the issued and outstanding units
of Queenwood II. As of the date hereof, Ronald A. Erickson and Kurt
Heikkila, jointly own or control a total of 42,597,902 NTC Shares,
representing approximately 17.9% of the issued and outstanding NTC
Shares (calculated on a non‐diluted basis of 238,123,058 NTC Shares
issued and outstanding, as per the disclosure provided in the
Company's management information circular, dated January 20,
2014).
As a result of the Conversion Right and other convertible
securities, on a fully diluted basis, the shareholdings of Ronald
A. Erickson and Kurt Heikkila have increased to 111,695,240 NTC
Shares, or 36.4% of the issued and outstanding NTC Shares on a
fully diluted basis, inclusive of NTC Shares held by Queenwood II.
As a result of the Conversion Right, on a fully diluted basis, the
shareholdings of Queenwood II have increased to 55,851,063 NTC
Shares, or 19.0% of the issued and outstanding NTC Shares on a
fully diluted basis.
Each of Ronald A. Erickson, Kurt Heikkila and Queenwood II's
purpose in acquiring the Debentures was to provide working capital
to the Company and to increase their respective investments in the
Company. Any of Ronald A. Erickson, Kurt Heikkila and Queenwood II
may from time to time acquire additional securities of the Company,
dispose of some or all of the existing or additional securities
they hold or will hold, or may continue to hold their current
positions, as investment conditions warrant.
ABOUT QUEENWOOD CAPITAL PARTNERS II LLC
Queenwood Capital Partners II LLC is a limited liability company
incorporated in Minnesota having an office at 4567 American
Boulevard, West Bloomington, MN 55437. For further information on
Queenwood II please contact: Kurt Heikkila at
info@queenwoodcapital.com.
NONCONVERTIBLE DEBENTURES
The Company did not obtain TSX-V approval for a principal amount
of US$2 million of debentures previously issued on December 31,
2013, to Ronald A. Erickson and Kurt Heikkila (the "Nonconvertible
Debentures"). As a result, the interest rate on the Nonconvertible
Debentures will increase to 18% per annum in accordance with the
terms of the Nonconvertible Debentures.
ON BEHALF OF THE BOARD OF DIRECTORS
Kurt E. Heikkila, Chairman and Interim President & CEO
ABOUT NORTH AMERICAN TUNGSTEN CORPORATION LTD.
The Company is a publicly listed Tier 1 Junior Resource Company
engaged primarily in the operation, development, and acquisition of
tungsten and other related mineral properties in Canada. The
Company's 100% owned CanTung mine and MacTung development project
make it one of the few tungsten producers with a strategic asset in
the western world. MacTung is one of the world's largest known
undeveloped high grade tungsten-skarn deposits.
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term as defined in policies of the TSX Venture
Exchange) accepts responsibility for the adequacy or accuracy of
this release.
Cautionary Note: The Company relies upon litigation
protection for "forward-looking" statements.
Safe Harbour Statement under the United States Private
Securities Litigation Reform Act of 1995 and similar Canadian
legislation: Except for the statements of historical fact
contained herein, the information presented contains
"Forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995 and similar Canadian
legislation. Often, but not always, forward-looking statements can
be identified by the use of words such as "plans", "expects",
"budget", "scheduled", "estimates", "forecasts", "intends",
"anticipates", "believes", or variation of such words and phrases
that refer to certain actions, events or results to be taken, and
other factors which may cause the actual results, performance or
achievements of North American Tungsten Corporation Ltd. to be
materially different from any future results, performance or
achievements expressed or implied by such forward-looking
statements. Such factors include, among others, the actual results
of reclamation activities, the estimation or realization of mineral
reserves and resources, the timing and amount of estimated future
production, costs of production, capital expenditures, future
prices of commodities, possible variations in ore grade or recovery
rates, efficacy and efficiency of milling process, failure of
plant, equipment or processes to operate as anticipated, accidents,
labour disputes and other risks in the mining industry. Although
North American Tungsten Corporation Ltd. has attempted to identify
important factors that could cause 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 such 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 contained
herein and in North American Tungsten Corporation Ltd.'s other
filing incorporated by reference.
North American Tungsten Corporation Ltd.Investor
Contact1.604.684.53001.604.684.2992info@natungsten.com
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