Western Copper And Gold (WRN) Announces 5% Investment by Mitsubishi Materials Corporation
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(NYSE American: WRN) announces a strategic equity investment by Mitsubishi Materials Corporation ("Mitsubishi Materials") to further advance the Company's copper-gold
Mitsubishi Materials has agreed to acquire that number of common shares of the Company (the "Shares") that will represent approximately 5.0% of Western's issued and outstanding Shares, on an undiluted basis, following completion of the investment, at a price of
The exact number of Shares to be issued, and proceeds to be received, by the Company will depend on whether
Assuming Rio Tinto elects to exercise its participation right in full, then it is expected that 8,091,390 Shares will be issued to Mitsubishi Materials for aggregate gross proceeds of
"We are pleased to welcome Mitsubishi Materials as a strategic investor in the Company," said
Western remains the sole owner of the
In connection with the strategic investment by Mitsubishi Materials, the Company and Mitsubishi Materials will enter into an investor rights agreement whereby, subject to certain conditions, Mitsubishi Materials will have certain rights until the earlier of (a) its ownership falling below 3.0%, and (b) the date that is 24 months following completion of the investment (the "Expiry Date"), including:
- the right to appoint one member to a
Casino Project Technical and Sustainability Committee - the right to appoint the greater of one director of the Company or 17% of the number of directors (rounding to the nearest whole number), if Mitsubishi Materials' ownership increases to at least 12.5%
In addition, until the Expiry Date, Mitsubishi Materials will have a right to participate in future equity issuances to maintain its ownership in the Company and, in the event its ownership increases to 8.0%, will be provided with a one-time "demand registration right" and "piggy-back registration rights."
Under the investor rights agreement, for a period of 24 months, Mitsubishi Materials will agree:
- not to sell, transfer, offer or otherwise dispose of any Shares without first notifying the Company
- to abstain from voting or vote any Shares in favor of each director nominated by the board of directors of the Company for election by shareholders
- not to acquire any securities of the Company, subject to certain exceptions
Mitsubishi Materials will have the right of first negotiation, until the later of (a) its ownership falling below 3.0%, and (b) the date that is 24 months following completion of the investment, to offtake at least its proportionate share of minerals produced from the
The Company and Mitsubishi Materials will negotiate in good faith new rights and restrictions attaching to its share ownership on the earlier of (a) 18 months following completion of the investment, and (b) Mitsubishi Materials' ownership reaching 12.5% or greater.
The closing of the strategic investment is expected to occur on or about
Western will host a conference call on
1-800-319-4610 | |
International Callers: | 1-604-638-5340 |
Conference ID: | 10021576 |
Replay of the conference call is available at 1-800-319-6413 or 1-604-638-9010, access code 0022.
Mitsubishi Materials Corporation, founded in 1871, is a
On behalf of the board,
"Paul West-Sells"
Dr.
President and CEO
This news release contains certain forward-looking statements, including statements with respect to whether Rio Tinto will exercise its pre-existing right to participate on a pro rata basis in equity financings of the Company, the expected number of Shares to be issued and proceeds to be raised, the anticipated use of proceeds, the rights to be provided to Mitsubishi Materials and the restrictions imposed on Mitsubishi Materials pursuant to the investor rights agreement, and the expected closing date for the strategic investment. Statements that are not historical fact are "forward-looking statements" as that term is defined in
Forward-looking statements are statements about the future and are inherently uncertain, and actual results, performance or achievements of Western and its subsidiaries may differ materially from any future results, performance or achievements expressed or implied by the forward-looking statements due to a variety of risks, uncertainties and other factors. Such risks and other factors include, among others, risks involved in fluctuations in gold, copper and other commodity prices and currency exchange rates; uncertainties related to raising sufficient financing in a timely manner and on acceptable terms; and other risks and uncertainties disclosed in Western's AIF and Form 40-F, and other information released by Western and filed with the applicable regulatory agencies.
Western's forward-looking statements are based on the beliefs, expectations and opinions of management on the date the statements are made, and Western does not assume, and expressly disclaims, any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as otherwise required by applicable securities legislation. For the reasons set forth above, investors should not place undue reliance on forward-looking statements.
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