White Tiger Announces Proposed Loan Transactions and Rights Offering
TORONTO, ONTARIO -- (Marketwire) -- 05/11/12 -- White Tiger Gold Ltd. ("White Tiger" or the "Company") (TSX: WTG) announces that it proposes to enter into loan facilities (each a "Loan" and together the "Loans") to borrow up to USD$8 million from each of Kirkland Intertrade Corp. ("Kirkland") and Unique Goals International Ltd ("Unique", and together with "Kirkland", the "Lenders"). Kirkland is a company beneficially owned, directly or indirectly, by Mr. Maxim Finskiy, the Executive Chairman, a director, a creditor and the controlling shareholder of the Company, and Unique is a company beneficially owned, directly or indirectly, by Mr. Sergey Yanchukov, a creditor and a 13% shareholder of the Company.
The Loans will be unsecured, will mature one year from the closing date and will bear interest at 15% per annum. The proceeds from the Loans will be used for: (i) financing operations at the Company's Lamaque project, including build up of major inventory items; (ii) supporting capital development at the Company's Savkino and Nasedkino projects in Russia; and (iii) general corporate purposes.
As consideration for the Loans, the Company proposes to issue to each of Kirkland and Unique 36,091,149 common share purchase warrants (each, a "Warrant"), at an exercise price of $0.221661 per share.
USD$3 million was advanced on an interim basis to the Company by Unique (the "Unique Interim Loan") to permit the Company to make a cash payment to Deutsche Bank AG, London Branch, pursuant to its subsidiary's Amended and Restated Forward Gold Purchase Agreement. The Unique Interim Loan is due on May 15, 2012, however, if the Loan Transactions are completed, such amount will be rolled over into the Loan to be provided by Unique.
USD$3 million was also advanced on an interim basis to the Company by Kirkland (the "Kirkland Interim Loan") to be used for general corporate purposes. The Kirkland Interim Loan is due on May 15, 2012, however, if the Loan Transactions are completed, such amount will be rolled over into the Loan to be provided by Kirkland.
Pursuant to loan agreements (the "2011 Unique Loans", and together with the "Loans", the "Loan Transactions") entered into between the Company and Unique on October 28, 2011 and November 7, 2011, as amended, the Company owes Unique USD$15 million, which amount matures on May 15, 2012, and bears interest at a rate of 15% per annum. In consideration of the extension of these loans until November 15, 2012, the Company proposes to issue to Unique 67,670,903 Warrants at an exercise price of $0.221661 per share. The Warrants proposed to be issued in connection with the Loan Transactions shall be for a period of three years from the date of issuance.
As further consideration for the granting of the Loans and the extension of the 2011 Unique Loans, the Company proposes to issue to Kirkland and Unique, 595,504 common shares of the Company (each, a "Common Share"), and 1,712,074 Common Shares, respectively.
The Company understands that, as at the date hereof, Mr. Finskiy beneficially owns and/or exercises control or direction over 129,765,294 Common Shares and no warrants. This represents approximately 39.8% of the issued and outstanding Common Shares on an undiluted basis. Following the completion of the Loan Transactions, Mr. Finskiy will beneficially own and/or exercise control or direction over 130,360,798 Common Shares and 36,091,149 warrants. This will represent approximately 39.7% of the issued and outstanding Common Shares on an undiluted basis (or 166,451,947 Common Shares or approximately 45.7% on a partially diluted basis, assuming exercise of the 36,091,149 warrants that will be held by Mr. Finskiy).
The Company understands that, as at the date hereof, Mr. Yanchukov beneficially owns and/or exercises control or direction over 42,248,738 Common Shares and 3,546,203 warrants. This represents approximately 13.0% of the issued and outstanding Common Shares on an undiluted basis. Following the completion of the Loan Transactions, Mr. Yanchukov will beneficially own and/or exercise control or direction over 43,960,812 Common Shares and 107,308,254 warrants. This will represent approximately 13.4% of the issued and outstanding Common Shares on an undiluted basis (or 151,269,066 Common Shares or approximately 34.7% on a partially diluted basis, assuming exercise of the 107,308,254 warrants that will be held by Mr. Yanchukov).
As the number of securities issuable to each of Kirkland and Unique in connection with the Loan Transactions (and in respect of the Warrants, the exercise price thereof) will be based on the "market price" (as defined in the TSX Company Manual (the "Manual")) of the Common Shares calculated as at the date loan agreements and loan extension agreements, as applicable, are entered into between the Company and the Lenders, the final numbers of the Common Shares and the Warrants, and the final exercise price of the Warrants, are not known at this time. The figures and calculations included in this press release have been prepared using the market price of the Common Shares as at May 10, 2012.
The Loan Transactions will not materially affect control of the Company as, after giving effect to the transactions, Mr. Finskiy will continue to hold more voting securities of the Company than Mr. Yanchukov, whether or not Mr. Finskiy exercises any warrants he controls, and whether or not Mr. Yanchukov exercises any warrants he controls.
As the Loan Transactions involve insiders of the Company and will result in significant dilution to existing shareholders (the Common Shares proposed to be issued in connection with the Loan Transactions, together with the Common Shares issuable upon the exercise of the Warrants, constitute approximately 30.4% of the Company's issued and outstanding Common Shares, as at the date hereof, on a partially diluted basis, prior to giving effect to such issuances), the Company is required to obtain shareholder approval pursuant to the applicable policies of the TSX. However, the Company has applied to the TSX, pursuant to the provisions of Section 604(e) of the Manual, for an exemption from the requirement to obtain shareholder approval, on the basis that the Company is in serious financial difficulty.
The Company's liquidity has been negatively impacted during the past several months as a result of continued operational issues at the Company's Lamaque mine in Val d'Or, Quebec that have allowed milling operations to improve but not to levels that are commercial. In addition, operations at the Company's Savkino project in Eastern Russia are seasonal and accordingly operate cashflow negative in the first quarter and part of the second quarter each year.
The Company has been unable to obtain sufficient third party financing to fund the repayment of the 2011 Unique Loans and to provide the additional funding the Company requires.
The Company's application to rely on the financial hardship exemption in the Manual was made upon the recommendation of a special committee (the "Special Committee") comprised of Mr. Eddie Sugar, an independent member of the board of directors of the Company, which was established for the purposes of negotiating and approving the Loan Transactions. The board of directors of the Company, relying in part on the recommendation of the Special Committee, the member of which is free from interest in the Loan Transactions and unrelated to the parties involved in the transactions, has concluded that the Loan Transactions are reasonable and in the best interests of the Company given the Company's current financial difficulties and the limited availability of alternate financing arrangements. The Loan Transactions are designed to improve the Company's financial situation and provide the Company sufficient liquidity in the intermediate term.
As a means of improving the Company's long term outlook, the Company's board of directors has been exploring the possible sale of its San Juan project. As part of this process, the Company has solicited 50 companies, of which 12 companies have expressed interest in the project and entered into confidentiality agreements with the Company. No binding agreements have been entered into to date.
There can be no assurance the TSX will accept the application for the use of the financial hardship exemption from the requirement to obtain shareholder approval for the Loan Transactions. The Company's reliance on Section 604(e) of the Manual will automatically result in the initiation of a de-listing review by the TSX, as is customary in such circumstances.
Following the closing of the Loan Transactions, the Company intends to undertake a prospectus rights offering (the "Rights Offering"), subject to regulatory approvals, to permit eligible shareholders to participate in the above financings in the following manner.
Eligible shareholders of the Company, including the Lenders, will receive rights (each, a "Right"), on a proportionate basis, to purchase units of the Company (each a "Unit"). The Rights and underlying Units will not be offered to, and the Rights may not be exercised by, persons who are resident in a jurisdiction outside of Canada; provided however that ineligible shareholders who establish, to the satisfaction of the Company, that the receipt by them of Rights and the issuance to them of Units upon the exercise of such Rights will not be in violation of the laws of their jurisdiction of residence will be allowed to exercise the Rights.
It is expected that each Unit will be comprised of: (i) a promissory note in the principal amount of $100 due on November 15, 2012; (ii) a promissory note in the principal amount of $100 due on the maturation date of the Loans; and (iii) a Warrant, to subscribe for Common Shares at an exercise price to be determined, exercisable up to three years from the date of issuance.
In connection with the Rights Offering, the Lenders will, in effect, provide a prepaid standby in the following manner: (i) to the extent that a holder of rights (other than the Lenders) exercises such rights, the principal amount of each promissory note comprising the Units so acquired will be used to repay the notes held by the Lenders on a proportionate basis and the Lenders will surrender the related Warrants held by them; and (ii) to the extent that all of the rights (other than the rights issued to the Lenders) are not exercised, the Lenders will either retain the notes and related Warrants held by them or exercise their rights and all other unexercised rights and acquire the underlying Units by way of surrender of their notes and related Warrants.
About White Tiger
White Tiger is a TSX-listed mining and exploration company, focused on the development of mineral resources in Canada, the Russian Federation and Peru.
Caution Concerning Forward-Looking Information
This news release contains forward looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995 and forward-looking information within the meaning of applicable Canadian securities laws (collectively, "forward-looking statements") relating, but not limited to, White Tiger's expectations, intentions and beliefs (including, without limitation, statements regarding, the Loan Transactions and the Rights Offering, including the proposed terms thereof, the use of proceeds from the Loans, the ability of the Loan Transactions, if completed, to improve White Tiger's financial position and provide it with sufficient liquidity in the intermediate term and the possible sale of the Company's San Juan project). Words such as "may", "will", "should", "anticipate", "plan", "expect", "believe", "estimate" and similar terminology are used to identify forward-looking statements. Such statements are based on assumptions, estimates, opinions and analysis made by the management of White Tiger in light of their experience, current conditions and their expectations of future developments as well as other factors which they believe to be reasonable and relevant. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those expressed or implied in the forward-looking statements. Risks and uncertainties that may cause actual results to vary include but are not limited to: White Tiger's failure to complete the Loan Transactions and/or the Rights Offering as currently proposed or at all, White Tiger's failure to complete the sale of its San Juan project, White Tiger's failure to obtain any regulatory approvals required to complete the Loan Transactions (including acceptance by the TSX of White Tiger's application for an exemption from the requirement to obtain shareholder approval of the Loan Transactions on the basis that the Company is in serious financial difficulty), the sale of the San Juan project and/or the Rights Offering, White Tiger's ability to demonstrate compliance with TSX listing requirements following completion of the Loan Transactions and those risks set out in White Tiger's public documents filed on SEDAR. Although White Tiger believes that the assumptions and factors used in preparing the forward-looking information are reasonable, undue reliance should not be placed on such information, which only applies as of the date of this press release, and no assurance can be given that such events will occur in the disclosed time frames or at all.
Any forward-looking statement speaks only as of the date on which it is made and, except as may be required by applicable laws, White Tiger disclaims any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise. Although White Tiger believes that the assumptions inherent in the forward-looking statements are reasonable, forward-looking statements are not guarantees of future performance and accordingly undue reliance should not be put on such statements due to the inherent uncertainty therein.
No U.S. Registration
The securities offered will not be or have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state of the United States, and may not be offered or sold in the United States or to, or for the account or benefit of, any U.S. Person (as defined in Regulation S of the Securities Act) or person in the United States, unless an exemption from such registration requirements is available. This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States.