TORONTO, Sept. 19, 2018 (GLOBE NEWSWIRE) -- Marret Resource Corp. (TSX:MAR) (“Marret” or the “Company”) is pleased to announce that, in connection with its previously announced plan of arrangement (the “Transaction”), it has applied, and received conditional approval, to list on the Aequitas NEO Exchange (the “NEO Exchange”). The NEO Exchange is a recognized senior Canadian stock exchange.
In connection with its proposed listing on the NEO Exchange, the Company intends to apply to voluntarily delist from the Toronto Stock Exchange (the “TSX”). It is expected that, if approved, de-listing from the TSX will occur following the meeting of the Company’s shareholders scheduled for September 28, 2018, called to consider, and if thought advisable, approve the Transaction (the “Meeting”). It is expected that, subject to final NEO Exchange approval, listing on the NEO Exchange will occur shortly thereafter. The NEO Exchange has advised that trading in the shares of the Company will be halted following listing and until completion of the Transaction. Listing on the NEO Exchange is subject the Company fulfilling the NEO Exchange’s listing requirements.
Until completion of the Transaction, the Company expects to continue to be listed under the symbol “MAR” and following completion of the Transaction the Company’s name will change to “Mount Logan Capital Inc.” and it is anticipated that the Company will commence trading under the symbol “MLC”.
As disclosed in the Circular, TSX has advised the Corporation that it has determined to treat the Transaction as a backdoor listing transaction. As a result, the Corporation must satisfy the TSX’s original listing requirements in order to remain listed on the TSX following the closing of the Transaction. While the Corporation believes it exceeds the thresholds set out in the original listing requirements, the Corporation and the TSX staff have not been able to agree on the form of assurances that the Corporation will in fact do so and therefore the TSX will not provide its conditional approval.
“Listing on the NEO Exchange presents a value-added opportunity for MLC,” said Ted Goldthorpe, Managing Partner of BC Partners Credit. “The NEO Exchange perfectly aligns with our vision given its focus on transparency, innovation, and efficiency for investors and issuers alike.”
In anticipation of moving its listing to the NEO Exchange, the Company will be asking holders of the subscription receipts issued in connection with the Transaction (“Subscription Receipts”), in accordance with the provisions of the subscription receipt agreement governing the Subscription Receipts (the “Subscription Receipt Agreement”), to approve, by way of written consent, certain amendments to the Subscription Receipt Agreement to reflect the proposed change in listing as well as certain procedural and administrative amendments resulting from certain tax structuring matters. The Company has set September 19, 2018 as the record date for the determination of the holders of Subscription Receipts entitled to provide their written consent. If you are a registered holder of Subscription Receipts, the form of written consent will be available on www.sedar.com under the Company’s profile and may be completed and returned in accordance with the instructions contained therein. If you are a beneficial holder of Subscription Receipts and hold your Subscription Receipts in the name of a broker, custodian, nominee or other intermediary, if you wish to provide your consent, please contact your intermediary who will need to complete and return the written consent on your behalf. The deadline to return a written consent is September 27, 2018, unless the deadline is extended by the Company, at its discretion.
The Company also intends to amend the arrangement agreement dated July 27, 2018 (the “Arrangement Agreement”), the plan of arrangement and the agency agreement with respect to the Subscription Receipts to permit the migration of its listing as well as to reflect certain procedural and administrative amendments resulting from certain tax structuring matters.
Completion of the Transaction remains subject to customary closing conditions, including stock exchange, shareholder, court, and regulatory approval. Assuming that the conditions to closing are satisfied or waived, it is expected that the Transaction will be completed in the first half of October, 2018.
About Marret Resource Corp.
Marret Resource Corp. is currently focused on natural resource lending. The Company’s business is primarily directed to investing in public and private debt securities of and making term loans (including bridge and mezzanine debt) to issuers in a broad range of natural resource sectors, including energy, base and precious metals and other commodities, and issuers involved in exploration and development, and may also include financing other resource-related businesses and investing in public and private equity and quasi-equity securities. The Company seeks to generate income mainly from its lending activities, while taking advantage of additional upside through equity participation in the companies which it finances.
About BC Partners Advisors L.P. and BC Partners Credit
BC Partners is a leading international investment firm with over C$27 billion of assets under management in private equity and private credit. Established in 1986, BC Partners has played an active role in developing the European buyout market for three decades. Today, BC Partners executives operate across markets as an integrated team through the firm's offices in North America and Europe. Since inception, BC Partners has completed 104 private equity investments in companies with a total enterprise value of €129 billion and is currently investing its tenth private equity fund. On the private credit front, BC Partners Credit is currently investing Special Opportunities Fund I. For more information, please visit www.bcpartners.com.
BC Partners Credit was launched in February 2017 and has pursued a strategy focused on identifying attractive credit opportunities in any market environment and across sectors, leveraging the deal sourcing and infrastructure made available from BC Partners.
For further information about Marret Resource Corp. and its ongoing business, please contact: Marret Investor Services 416.214.5800.
This press release contains forward-looking statements and information within the meaning of applicable securities legislation. Forward-looking statements can be identified by the expressions "seeks", "expects", "believes", "estimates", "will", "target" and similar expressions. The forward-looking statements are not historical facts, but reflect the current expectations of the Company regarding future results or events and are based on information currently available to them. Certain material factors and assumptions were applied in providing these forward-looking statements. The forward-looking events and circumstances discussed in this release include, but are not limited to, listing on the NEO Exchange (and the timing in respect thereof), delisting from the TSX (and the timing in respect thereof), the timing of the Meeting, the expected timing to close the Transaction, the seeking and timing to obtain written consent to amend the Subscription Receipt Agreement, the amendments to the Arrangement Agreement and plan of arrangement, the effect of the Transaction on the Company and the receipt and nature of stock exchange, shareholder, regulatory and court approval for the Transaction. All forward-looking statements in this press release are qualified by these cautionary statements. The Company believes that the expectations reflected in forward-looking statements are based upon reasonable assumptions; however, the Company can give no assurance that the actual results or developments will be realized by certain specified dates or at all. These forward-looking statements are subject to a number of risks and uncertainties that could cause actual results or events to differ materially from current expectations, including the matters discussed: (i) under "Risks Factors" in the most recently filed annual information form and MD&A for the Company, and (ii) under the risk factors sections in the management information circular of the Company prepared in connection with the Meeting. Readers, therefore, should not place undue reliance on any such forward-looking statements. Further, a forward-looking statement speaks only as of the date on which such statement is made. The Company undertakes no obligation to publicly update any such statement or to reflect new information or the occurrence of future events or circumstances except as required by securities laws. These forward-looking statements are made as of the date of this press release.
This press release is not, and should not be construed as, an offer to sell or acquire any securities in any jurisdiction.