FBC Holdings Sàrl and Cyrus Capital Partners, a U.S. distressed debt fund manager, have acquired common shares in Maudore Minerals Ltd (TSXV: MAO), a junior gold company based in Montréal. The transaction is in connection with Maudore’s restructuring of its outstanding indebtedness to FBC. Upon the deal’s closing, FBC will hold, and Cyrus will indirectly control, up to 54.8 percent of the outstanding capital of the company. In a separate release, Maudore said it also is considering a number of strategic alternatives. The company has more than 22 exploration projects located near the towns of Amos, Lebel-sur-Quévillon and Matagami, Québec.
FBC Holdings Sàrl and Cyrus Capital Partners, L.P. report holdings of common shares of Maudore Minerals Ltd.
TORONTO, June 26, 2014 /CNW/ – FBC Holdings Sàrl (“FBC”) acquired, and Cyrus Capital Partners, L.P. (“Cyrus”) acquired indirect control over, an aggregate of 37,572,222 common shares (“Common Shares”) of Maudore Minerals Ltd. (“Maudore”). The Common Shares were acquired pursuant to the restructuring of the outstanding indebtedness owed by Maudore to FBC in accordance with an agreement (the “FBC Agreement”) among FBC, Maudore and Aurbec Mines Inc. Pursuant to the FBC Agreement, FBC acquired 15,350,000 Common Shares in consideration for agreeing to restructure the outstanding indebtedness and 22,222,222 Common Shares by converting $2,000,000 principal amount of outstanding indebtedness to Common Shares at a conversion price of $0.09 per Common Share (the “Transaction”).
Prior to the closing of the Transaction, FBC held 7,254,505 Common Shares and 3,627,252 Common Share purchase warrants (the “Warrants”). After the closing of the Transaction, if FBC were to exercise the Warrants, FBC would hold, and Cyrus would indirectly control, 48,453,979 Common Shares on the date hereof, representing 54.8% of the outstanding capital of Maudore on a partially diluted basis.
For purposes of calculating the percentages of Common Shares owned by FBC and indirectly controlled by Cyrus, FBC and Cyrus have assumed that there were 84,813,744 Common Shares outstanding (on an undiluted basis) as of June 25, 2014, as disclosed to FBC by Maudore.
FBC acquired ownership over the Common Shares that are the subject of this report in consideration for agreeing to restructure the outstanding indebtedness owed by Maudore to FBC. The Common Shares were acquired under the accredited investor exemption provided in section 2.3 of National Instrument 45-106.
In connection with the acquisition of the Common Shares, FBC and Cyrus may engage in communications with members of management and the board of directors of Maudore, other current or prospective shareholders, industry analysts, existing or potential strategic partners or competitors, investment and financing professionals, sources of credit and other investors with respect to Maudore. FBC and Cyrus intend to review their investment in Maudore on a continuing basis. Depending on various factors including, without limitation, Maudore’s financial position, the price levels of the Common Shares, conditions in the securities markets and general economic and industry conditions, FBC’s and Cyrus’ business or financial condition and other factors and conditions FBC and Cyrus deem appropriate, FBC and Cyrus may in the future take such actions with respect to their investment in Maudore as FBC and Cyrus deem appropriate including, without limitation, seeking board representation, making proposals to Maudore concerning changes to the capitalization, ownership structure or operations of Maudore, acquiring additional Common Shares, and/or selling or otherwise disposing of some or all of its Common Shares. In addition, FBC and Cyrus may formulate other purposes, plans or proposals regarding Maudore or any of its securities to the extent deemed advisable in light of general investment and trading policies, market conditions or other factors or may change their intention with respect to any and all matters referred to above.
Neither the issuance of this news release in connection with the matters disclosed in this news release nor the anticipated filing by FBC and Cyrus of the corresponding “early warning” report required to be filed in accordance with applicable Canadian securities laws is an admission that an entity named or otherwise referred to in this news release owns or controls any described securities or is a joint actor with another entity named or otherwise referred to in this news release.
FBC’s and Cyrus’ addresses and other contact information are set forth below. For further information, including to obtain a copy, once filed, of the “early warning” report required to be filed in accordance with applicable Canadian securities laws, contact FBC or Cyrus at the addresses specified below.
SOURCE FBC HOLDINGS SÀRL AND CYRUS CAPITAL PARTNERS, L.P.
For further information:
FBC Holdings Sàrl
46A, Avenue J.F. Kennedy L
Tel: (352) 427 171-1
Cyrus Capital Partners, L.P.
399 Park Avenue, 39th Floor
New York, NY 10022
United States of America
Attn: James Tucker, Co-Chief Operating Officer
Tel: (212) 380-5800
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