VANCOUVER, Feb. 24, 2014 /CNW/ - Western Pacific Resources Corp. (WRP - TSXV) is pleased to announce that it has completed the acquisition, through
its U.S. subsidiary, Western Pacific Resources (U.S.) Corp. ("Western
US"), of the Deer Trail Mine located in Piute County, Utah from the
Deer Trail Mining Company, LLC ("DTMC"), a subsidiary of Unico, Inc.
Concurrently with the acquisition of the DTM project, Western Pacific
has closed the initial advance of its previously announced secured
convertible note financing (the "Initial Advance") with Quintana WRP
Holding Company LLC ("Quintana WRP").
To complete the DTM acquisition, Western Pacific paid $1,361,000 to DTMC
and transferred to DTMC its interest in the Company's Bombardier
property (valued at $1,500,000 for the purposes of the transaction). In
addition, Western Pacific is required to pay DTMC post-closing payments
of $1,750,000 within twelve months of closing and $1,675,000 within
thirty months of closing, subject to acceleration of payment if the
Deer Trail Mine is in commercial production. Western Pacific may elect
to satisfy up to 25% of the total post-closing payments of $3,425,000
and 25% of any make whole payment in its common shares, where the
number of shares will be calculated based on 85% of the twenty day
volume weighted share price.
For a description of the Deer Trail Mine, see Western Pacific's news
release dated February 26, 2013.
Pursuant to an Investment Agreement between the Company and Quintana WRP
(the "Investment Agreement"), Quintana WRP purchased secured
convertible notes of the Company ("Secured Notes") in the principal
amount of US$3,500,000. The Secured Notes are secured by first ranking
charges and security interests over all of the present and future
assets of Western Pacific and the Subsidiary, including assets relating
to the Deer Trail Project acquired by the Subsidiary. The Secured
Notes will mature three years from the closing date of the Financing.
The Secured Notes will be convertible at any time at the option of
Quintana WRP, in whole or in part, into common shares of Western
Pacific at a price of CAD$0.1328 per share, subject to adjustment as
provided in the Investment Agreement. Quintana WRP may also elect to
convert all or part of any accrued interest on the Secured Notes into
shares at a price equal to the greater of (a) CAD$0.1328 per share, and
(b) the closing price of Western Pacific's shares on the TSX Venture
Exchange ("TSXV") on the trading day immediately preceding the date of conversion. The
Secured Notes and any Shares issued on conversion of the Secured Notes
are subject to a four month hold period from their date of issue under
applicable securities laws and the policies of the TSXV.
Pursuant to the Investment Agreement, Quintana WRP will make a
subsequent advance of US$1,500,000 to purchase additional Secured Notes
upon the occurrence of certain milestones. In addition to the Secured
Notes, the Investment Agreement also provides that Quintana WRP may
elect to make available to Western Pacific up to US$5,000,000 of
unsecured notes (the "Unsecured Notes") at any time prior to the third anniversary of the closing of the
financing. The Unsecured Notes may be offered in an amount up to the
principal amount of Secured Notes that have been advanced by Quintana
WRP to Western Pacific (up to US$5,000,000 aggregate principal amount).
The Unsecured Notes will be interest free and will mature three years
from the closing of the financing. The Unsecured Notes will also be
convertible at any time at the option of Quintana WRP, in whole or in
part, into common shares of Western Pacific at a price of CAD$0.1328
per share, subject to adjustment as provided in the Investment
For additional information regarding the Investment Agreement, see the
Company's news release dated December 10, 2013, available under Western
Pacific's profile at www.sedar.com.
New Board Members
Concurrently with the closing of the DTM acquisition and the financing,
Western Pacific appointed Alfred Hills, Oliver Rodz and Lawrence
Roulston to its Board of Directors.
Mr. Hills is a graduate of University of British Columbia in Mining and
Mineral Process Engineering and has over 35 years of international mine
evaluation, development and operating experience. From 2006 to 2013,
Mr. Hills was the CEO and a director of Kobex Minerals Inc. and a
predecessor company, International Barytex Resources Ltd. Prior to
then, he spent 26 years with the Placer Dome Group of Companies. He
held a number of positions including Vice President Evaluations, Mine
General Manager at the Kidston Mine, and various positions at Placer
Dome's Papua New Guinea operations. He spent five years at the Misima
Mine in Papua New Guinea during construction, commissioning, start-up
and operations. He also participated in the development of the Porgera
Mine. His role as Vice President Evaluations between 2000-2006 resulted
in his involvement with acquisitions for Placer Dome including the
North Mara Mine in Tanzania and AurionGold Ltd. in Australia.
Previously, Mr. Hills was a member of the joint venture board for the
South Deep Gold Mine in the Republic of South Africa.
Mr. Hills also participated in developing the CIM Best Practice
guidelines for Mineral Resource and Mineral Reserve Estimation and was
a corporate member of the SME Resources and Reserve Committee. Mr.
Hills was also a member of the Canadian Security Administrators ("CSA")
Mining Technical Advisory and Monitoring Committee ("MTAMC") which
advised the CSA on mining-related regulatory issues.
The biographies for Mr. Rodz and Mr. Roulston are included in Western
Pacific's news release dated December 10, 2013.
As well, Warwick Smith, Ralph Rushton and Eric Saderholm have stepped
down from the Board of Directors, Warwick Smith will resign as CEO, and
Michael Callahan will be appointed CEO of Western Pacific. Mr.
Saderholm will remain with the Company as its VP of Exploration and
will be driving the exploration program forward at the Deer Trail Mine.
Michael Williams will remain on the Board of Directors. Michael
Callahan, CEO and President, comments: "I would like to thank Warwick
Smith for his outstanding achievements in building this company over
the past 6 years. He has played a leading role in marketing the company
and in securing the Deer Trail project. On behalf of everyone at
Western Pacific, I would like to wish him great success going forward
in his career."
A technical report prepared by JBR Environmental Consultants, Inc,
entitled "Technical Report on the Deer Trail Mine Project Piute County, Utah" has been filed on www.sedar.com under the Company's profile. The report, dated effective May 15, 2013,
was authored by Mr. Walter Martin, M.Sc., CPG, a "Qualified Person" as
defined by National Instrument 43-101 Standards of Disclosure for
About Western Pacific Resources Corp.
Western Pacific is focused on developing the polymetallic Deer Trail
Mine in Piute County, Utah. The project includes a 250 tpd flotation
mill, 5 miles of underground development, a large scale mining permit
and other extensive infrastructure. Western Pacific's team is led by
industry experts who aim to succeed in creating value for shareholders.
For more information, please visit our website at www.westernpacificresources.com.
About Quintana Minerals Corporation
Quintana Minerals Corporation ("QMC") is the management company for a
portfolio of energy and natural resources-based private and
publicly-traded companies controlled and/or operated by the Corbin J.
Robertson Jr. family. The company was formed in 1963 as a division of
Quintana Petroleum Corp. and has actively developed and operated
precious and industrial metals/minerals projects throughout the
Americas. The following are examples of a few of the group's ongoing
ventures: Great Northern Properties L.P., a private company that holds
over 22 billion tons of coal reserves throughout the US; Corsa Coal
Corp., a publicly traded junior mining company (TSXV: CSO); Quintana
Energy Partners, L.P., an energy-focused private equity fund; and
Quintana Shipping Ltd., the group's 2nd dry bulk shipping venture. For
more information please contact Oliver Rodz, Managing Director of QMC,
601 Jefferson Street, Suite 3600, Houston, Texas 77002 (tel:
ON BEHALF OF THE BOARD
Arthur Brown, Chairman of the Board
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.
The Company has not established a National Instrument 43-101 - Standards
of Disclosure for Mineral Projects mineral resource estimate for the
DTM Project nor has it made a production decision with respect to such
project. Further, the Company has not based its decision to enter into
the Streaming Transaction on a feasibility study of mineral reserves,
demonstrating economic and technical viability, and, as a result, there
may be an increased uncertainty of achieving any particular level of
recovery of minerals or the cost of such recovery, including increased
risks associated with developing a commercially mineable deposit.
Historically, such projects have a much higher risk of economic and
technical failure. There is no guarantee that production will begin as
anticipated or at all.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements contained in this press release constitute
forward-looking statements within the meaning of Canadian securities
legislation. Forward-looking statements contained in this news release
include, without limitation, statements in respect of the proposed
development of the Deer Trail Mine property and receipt of future cash
advances pursuant to the Investment Agreement. These statements relate
to future events, business prospects or opportunities and product
development. All such statements other than statements of historical
fact are forward-looking statements. Forward-looking statements are
often, but not always, identified by the use of words such as "seek",
"anticipate", "plan", "continue", "estimate", "expect, "may", "will",
"project", "predict", "potential", "targeting", "intend", "could",
"might", "should", "believe" and similar expressions. The Company
believes that the expectations reflected in those forward-looking
statements are reasonable, but no assurance can be given that these
expectations will prove to be correct and such forward-looking
statements should not be unduly relied upon. Actual results and
developments may differ, and may differ materially, from those
expressed or implied by the forward-looking statements contained in
this news release.
Forward-looking statements involve known and unknown risks,
uncertainties, assumptions of management and other factors that may
cause actual results or events to differ materially from those
anticipated in such forward-looking statement, including but not
limited to: (a) the Company being unable to meet the milestones for
purchases of Secured Notes under the Investment Agreement; (b) risks
associated with the results of exploration activities, the
interpretation of drilling results and other geological risks,
estimation of mineral resources and the geology, grade and continuity
of mineral deposits, project cost overruns or unanticipated costs and
expenses; and (c) such other risks detailed from time to time in the
Company's quarterly and annual filings with securities regulators and
available under the Company's profile on SEDAR at www.sedar.com.
Although the Company believes that the expectations conveyed by the
forward-looking statements are reasonable based on the information
available to it on the date such statements were made, no assurances
can be given as to future results, approvals or achievements. Such
forward-looking statements have been made for the purpose of assisting
investors in understanding the Company's business, financial and
operational performance and plans and may not be appropriate for other
purposes. The forward-looking statements contained in this news
release are expressly qualified by this cautionary statement. The
Company disclaims any duty to update any of the forward-looking
statements after the date of this news release to conform such
statements to actual results or to changes in the Company's
expectations except as otherwise required by applicable law.
SOURCE Western Pacific Resources Corp.