TSX Venture Exchange Symbol FNR
SASKATOON, SK, Feb. 3, 2021 /CNW/ - After discussions with
debentureholders, 49 North Resources Inc. ("49 North" or the
"Company") (TSXV: FNR) is calling a joint meeting of the
holders of all if its issued and outstanding Debentures (as defined
below) to consider a new restructuring proposal. The new proposal
will see the conversion price for all Debentures set at
$0.15 per share instead of
$0.20 as was proposed in 2020. The
proposal also provides that the Debentures will be redeemable in
whole or in part at the option of the Company from time to time on
not more than 60 and not less than 30 days prior notice at the face
value of the Debentures plus accrued and unpaid interest. Further,
49 North will also commit to use 50% of the net proceeds of any
financing it completes during the term of the Debentures to redeem
Debentures, on a pro rata basis.
The Company has set March 22, 2021
as the date of the joint extraordinary meeting (the
"Debentureholder Meeting") of the holders of its 2015 2.5%
Convertible Senior Secured Debentures – Series 1 (the "Series 1
Senior Debentures"), the holders of its 2015 2.5% Convertible
Senior Secured Debentures – Series 2 (the "Series 2 Senior
Debentures", and together with the Series 1 Debentures, the
"Senior Debentures") and the holders of its 2015 2.5%
Convertible Subordinated Secured Debentures (the "Subordinated
Debentures", and together with the Senior Debentures, the
"Debentures") to consider the new proposal. At the
Debentureholder Meeting, the applicable debentureholders will be
asked to consider the following amendments to the applicable
Debentures:
- Extend the maturity date of the Debentures by three (3)
years;
- Amend the Debentures' conversion price to $0.15 for the remainder of the term of the
Debentures;
- The Company shall have the right, at its sole option and from
time to time, to redeem the Debentures in whole or in part on not
more than 60 and not less than 30 days prior notice for the face
value of the Debentures plus accrued and unpaid interest, subject
to the right of the holders to convert prior to such prepayment;
and
- Add a covenant of the Company to use 50% of the net proceeds of
any financing it closes during the term of the Debentures to redeem
the principal of and interest on the Debentures, on a pro rata
basis.
Other than the amendments listed above, the terms of the
Debentures will remain unchanged.
The amendments are subject to the condition precedent that all
of the Debenture amendments are effected contemporaneously. Upon
the amendments to the Debentures becoming effective, the defaults
of the Company resulting from its failure to pay the principal
amount of the Debentures on June 30,
2020 and December 18, 2020, as
applicable, shall be waived.
Definitive information with respect to the proposed Debenture
amendments, once finalized, will be outlined in a management
information circular (the "Circular") expected to be
disseminated in February 2021. The
proposal is made, with respect to the Senior Debentures, pursuant
to the provisions of the trust indenture dated May 27, 2015 (the "Senior Indenture") and,
with respect to the Subordinated Debentures, pursuant to the
provisions of the trust indenture dated December 18, 2015 (the "Subordinated
Indenture"), each between 49 North and Alliance Trust Company
of Canada (the "Trustee")
and which allows for the desired amendments upon approval of at
least 66⅔% of the principal amount of the applicable Debentures
voted at the Debentureholder Meeting, either in person or by proxy
or by written resolution. Implementation of the
amendment is subject to receipt of necessary approvals from the TSX
Venture Exchange.
The Company has elected to use notice-and-access provisions of
applicable securities law to deliver the meeting materials for the
Debentureholder Meeting, including the Circular, to
debentureholders. The Company will send a notice (the
"Notice-and-Access Notice") along with a proxy or voting
instruction form to debentureholders. The Notice-and-Access Notice
informs that the Circular (and certain other meeting materials)
will be posted online and explains how a debentureholder can access
those materials or obtain a paper copy of such meeting materials
from the Company.
On March 22, 2021 the
Debentureholder Meeting will be held at the offices of 49 North,
602 – 224 Fourth Avenue South, Saskatoon,
Saskatchewan, at 10:00 a.m. (Central
Standard Time). In light of ongoing concerns related to the
spread of COVID-19, and in order to mitigate potential risks to
health and safety of debentureholders, employees and other
stakeholders, 49 North is encouraging debentureholders and others
not to attend the Debentureholder Meeting in person. Instead, we
encourage you to vote your Debentures prior to the meeting.
Anyone who regards their physical attendance at the
Debentureholder Meeting as essential is asked to contact 49 North
at (306) 653-2692 so that appropriate measures can be put in place
to facilitate physical distancing and other precautions to ensure
the health and safety of all attendees. 49 North will follow the
guidelines and orders of the Provincial and Federal Public Health
Authorities in that regard, including those restricting the size of
public gatherings.
All debentureholder documents will be available for
download on the Company homepage at: www.fnr.ca in due
course.
About 49 North Resources Inc.
49 North is a Saskatchewan
focused resource investment company. The Company's
diversified portfolio of assets includes investments in shares and
other securities of junior and intermediate mineral and oil and gas
exploration companies.
CAUTION REGARDING FORWARD LOOKING STATEMENTS
Information in this news release that is not a statement of
historical fact constitutes forward-looking information.
Forward-looking statements contained herein include statements
relating to any amendment to the terms of the Debentures,
any actions or approvals of the TSX Venture Exchange, the Trustee
or the applicable debentureholders with respect to amending the
Debentures. Forward-looking statements are based on
assumptions management believes to be reasonable at the time such
statements are made. 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. Although the Company has attempted to
identify important factors that could cause actual results to
differ materially from those contained in forward-looking
statements, there may be other factors that cause results not to be
as anticipated, estimated or intended. Factors that may cause
actual results to differ materially from expected results described
in forward-looking statements include, but are not limited to:
the risk that any amendment to the Debentures may not be
approved by the TSX Venture Exchange, the Trustee or the applicable
debentureholders, the risk that the Trustee may take enforcement
action under the Senior Indenture, Subordinated Indenture and/or
related security agreements, uncertainties as a result of
the global Covid-19 pandemic as well as those risk factors set out
in the Company's Management Discussion and Analysis and other
disclosure documents available under the Company's profile
at www.sedar.com. Forward-looking statements contained herein
are made as of the date of this news release and the Company
disclaims any obligation to update any forward-looking statements,
whether as a result of new information, future events or results or
otherwise, except as required by applicable securities
laws.
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 49 North Resources Inc.