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MINVEN GOLD CORP. ANNOUNCES PRIVATE PLACEMENT FINANCING AND CORPORATE CAPITAL RESTRUCTURING

 DENVER, April 23 /PRNewswire/ -- MinVen Gold Corp. (AMEX: MVG, Toronto, Vancouver: MVG) ("MinVen") today announced that it has entered into an underwriting agreement with Goepel Shields & Partners Inc., a Canadian investment dealer, to raise at least U.S. $10 million. Under the terms of the agreement, Goepel Shields has agreed to underwrite an offering, by private placement, of U.S. $6 million principal amount of senior exchangeable promissory notes ("notes") and to act as agent in connection with the purchase by VenturesTrident II L.P. of an additional U.S. $2 million of the notes and also the purchase by certain other present MinVen shareholders of U.S. $2 million of the notes. MinVen also granted to Goepel Shields an option to purchase up to an additional U.S. $1 million principal amount of such notes, which are to be privately placed on a "best efforts" agency basis by Goepel Shields.
 The note offering, which is expected to close in approximately two weeks, is an integral component of the previously announced corporate capital restructuring (the "restructuring") to be undertaken by MinVen pursuant to a plan of arrangement under the Canada Business Corporations Act.
 The restructuring is necessary, given that MinVen has been experiencing financial difficulties, including serious liquidity problems, for some time. At Dec. 31, 1992, the company reported a working capital deficit of $23.1 million. MinVen is also in default under certain loan agreements and is operating at the forbearance of its lenders. The excessive debt burden and lack of cash have hampered the company's ability to adequately develop and enhance its mineral properties which, in combination with low gold prices, has resulted in a worsening of the company's financial condition over the past several years. Unless the company is successful in completing the plan of arrangement, there is substantial doubt about the company's ability to continue as a going concern. Implementation of the plan of arrangement is contingent upon the plan of arrangement being approved by MinVen's securityholders and the American, Toronto and Vancouver stock exchanges, on which MinVen's shares are currently listed.
 The proceeds being raised through this private placement will not be released until the completion of the other steps involved in the restructuring, which essentially contemplate that, after the restructuring, MinVen will have sufficient working capital to carry on its operations and that the existing shareholders and holders of MinVen's currently outstanding convertible indebtedness of approximately U.S. $14.9 million (the "convertible debt") will agree to exchange all of MinVen's outstanding shares and the convertible debt into approximately 5.3 million units ("units"). It is proposed that each unit would consist of one new consolidated common share (a "new common share") and one-half of a warrant (a "warrant") to purchase one new common share. The warrants would be exercisable by their holders at a price of U.S. $1.50 per new common share if exercised within one year of the date of issue and U.S. $1.75 if exercised during the second year, following which they would expire. MinVen's management estimates that the issued and outstanding common shares would be exchanged for units at a ratio of not less than 20 common shares for one unit.
 Provided that the plan of arrangement is approved, all of the notes, including those which are the subject of the underwriter's option, would then be exchanged into units at an exercise price of U.S. $1.50 per unit, resulting in the issuance of 6,666,666 additional units if only the U.S. $10 million principal amount of notes are sold and 7,333,334 units if the additional U.S. $1 million principal amount of notes are sold under the underwriter's option granted to Goepel Shields.
 Given the substantial dilution and reduction in value which the restructuring will cause to MinVen's present securityholders, MinVen's board of directors will be seeking an opinion as to the fairness of this transaction, from the financial point of view, to the shareholders of MinVen other than VenturesTrident. MinVen's board of directors has established a special committee consisting of those members of the board who are not associated with or insiders of VenturesTrident L.P. and VenturesTrident II L.P. (collectively "VenturesTrident"). VenturesTrident holds a significant number of MinVen's currently issued and outstanding common shares as well as all of the convertible debt. MinVen has received a commitment in principle from VenturesTrident to support the restructuring by converting all or a substantial amount of the convertible debt pursuant to the plan of arrangement, subject to certain conditions.
 In announcing this transaction, MinVen's president, Alan R. Bell, expressed his thanks to Goepel Shields for securing the financing necessary to enable MinVen to continue as a going concern and to VenturesTrident for its support and commitment in principle to permit the restructuring to go forward. Bell also commented that although the shareholders will be suffering dilution as a result of the transaction, MinVen, once restructured, will be in a stronger financial condition with very little indebtedness and will be well positioned to take advantage of its existing assets and business opportunities.
 MinVen is finalizing the terms of the restructuring which it will disclose as soon as possible. The plan of arrangement and information circular for the shareholders' meeting are being prepared and will be submitted for review by the securities regulatory authorities in both Canada and the United States. This share capital restructuring, including the offering of the notes, is subject to the receipt of creditor, shareholder, stock exchange and regulatory approvals, which MinVen proposes to seek as quickly as possible.
 MinVen is a publicly held mining company based in Denver with interests in four operating gold mines in the United States. Its shares are traded on the American, Toronto and Vancouver stock exchanges under the symbol MVG.
 For further information concerning the private placement of the notes, the corporate capital restructuring or the other matters addressed in this news release, contact either Alan R. Bell, president and chief executive officer, or Robert R. Gilmore, vice president, finance and chief financial officer at 303-573-0221.
 -0- 4/23/93
 /CONTACT: Alan R. Bell, president and CEO, or Robert R. Gilmore, VP-finance and CFO, of MinVen, 303-573-0221/
 (MVG)


CO: MinVen Gold Corp. ST: Colorado IN: MNG SU: RCN

BP-KJ -- LA033 -- 0343 04/23/93 20:26 EDT
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Date:Apr 23, 1993
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