Calgary-based Long Run Exploration Ltd has agreed to a private placement of its common shares to Maple Marathon Investments, an affiliate of Hong Kong’s MIE Holdings Corp. The transaction is expected to generate gross proceeds of about $200 million. As a result, Maple Marathon will hold about 43.9 percent of the issued and outstanding common shares of Long Run, an intermediate oil and natural gas business. Canadian private equity firm Sprott Resource Corp, which currently holds an 11.9 percent equity interest in the company, said the proceeds of the private placement will be used to reduce debt and improve its capital structure.
Sprott Resource Corp. Announces Agreement for $200 Million Private Placement by Long Run Exploration Ltd.
TORONTO, Aug. 4, 2015 (GLOBE NEWSWIRE) — Sprott Resource Corp. (“SRC” or the “Company”) (TSX:SCP) announced today that Long Run Exploration Ltd. (“Long Run”), in which SRC holds a 11.9% equity interest, has entered into an agreement for a private placement of Long Run common shares to Maple Marathon Investments Limited (“Maple Marathon”) for gross proceeds of approximately $200 million (the “Private Placement”). Maple Marathon is owned by MIE Holdings Corporation (“MIE”), an independent oil and gas exploration company listed on the Hong Kong Stock Exchange (the “HKSe”). The proceeds from the Private Placement will be used for debt reduction to improve Long Run’s capital structure.
Long Run, Maple Marathon and MIE have entered into an investment agreement (the “Investment Agreement”) pursuant to which Long Run will issue to Maple Marathon 155,000,000 units (“Units”) at an issue price of $1.30 per Unit. Each Unit will consist of: (i) one common share of Long Run; (ii) one-fifth of a common share purchase warrant expiring 18 months following closing of the Private Placement (each such whole warrant, an “18 Month Warrant”); and (iii) one-fifth of a common share purchase warrant expiring 24 months following closing of the Private Placement (each such whole warrant, a “24 Month Warrant”). Each 18 Month Warrant will entitle the holder to acquire one common share of Long Run at an exercise price of $1.40 for a period of 18 months from closing of the Private Placement. Each 24 Month Warrant will entitle the holder to acquire one common share of Long Run at an exercise price of $1.80 for a period of 24 months from closing of the Private Placement.
After giving effect to the Private Placement, Maple Marathon will hold approximately 43.9% of the issued and outstanding common shares of Long Run (prior to giving effect to any exercise of the warrants).
The closing of the Private Placement is subject to various conditions, including approval by a majority of the shareholders of Long Run, approval of the shareholders of MIE and the receipt of required regulatory approvals (including approval of the Toronto Stock Exchange (the “TSX”) and approvals required under the Investment Canada Act and the Competition Act (Canada)). The closing of the Private Placement is also conditional on Maple Marathon securing financing to fund its subscription for the Units.
As Maple Marathon will acquire more than 20% of the outstanding common shares of Long Run, the TSX rules require that the Private Placement be approved by the shareholders of Long Run at a special meeting to be called for such purpose (the “Long Run Special Meeting”). In addition, pursuant to the rules of the HKSe, the Private Placement will require approval of the shareholders of MIE at a meeting of shareholders of MIE to be called for such purpose.
Completion of the Private Placement is expected to occur following the receipt of shareholder and regulatory approvals and is currently expected to occur in late November 2015.
SRC has agreed to vote its common shares in favour of the Private Placement at the Long Run Special Meeting, as have certain directors, officers and other shareholders of Long Run who hold approximately 11% of the outstanding common shares (on a non-diluted basis). The principal shareholder of MIE, holding in the aggregate approximately 54% of the issued and outstanding common shares of MIE (on a non-diluted basis), has agreed to vote in favour of the Private Placement at the MIE meeting of shareholders to be held to consider the Private Placement.
Certain statements in this press release contain forward-looking information (collectively referred to herein as the “Forward-Looking Statements”) within the meaning of applicable securities laws. The use of any of the words “expect”, “anticipate”, “continue”, “estimate”, “may”, “will”, “project”, “should”, “believe”, “plans”, “intends” and similar expressions are intended to identify Forward-Looking Statements. In particular, but without limiting the foregoing, this press release contains Forward-Looking Statements pertaining to the anticipated timing of closing of the Private Placement and the use of proceeds from the Private Placement. Although SRC believes that the Forward-Looking Statements are reasonable, they are not guarantees of future results. Actual results, performance or achievements could vary materially from those expressed or implied by the Forward-Looking Statements should assumptions underlying the Forward-Looking Statements prove incorrect or should one or more risks or other factors materialize. Completion of the Private Placement is subject to a number of conditions. Failure to satisfy any of these conditions may result in the termination of the Investment Agreement. The Forward-Looking Statements speak only as of the date hereof, unless otherwise specifically noted, and SRC does not assume any obligation to publicly update any Forward-Looking Statements, whether as a result of new information, future events or otherwise, except as may be expressly required by applicable Canadian securities laws.
About Sprott Resource Corp.
Sprott Resource Corp. is a publicly-listed private equity firm focused on the natural resource sector. The Company currently has investments in energy exploration, production and services, mining and agriculture. SRC creates value for its investors by applying a disciplined investment process to deploy capital while managing risk within highly cyclical sectors. SRC is a business builder that is committed to being a value-added partner with proven management teams. SRC supports its investments through active management and the provision of long-term capital, as well as strategic, financial and governance oversight. Founded in 2007, the Company is based in Toronto, Canada and is managed by an experienced team of private equity specialists, supported by the technical and investment resources of Sprott Inc. and its subsidiaries and affiliates. Management of SRC is dedicated to generating long-term superior returns on capital for its shareholders, while focusing on risk management and real wealth preservation. To learn more, please visit www.sprottresource.com.
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