Strike Minerals Announces Entering into Forbearance Agreement and Standstill Agreement
Strike Minerals Inc. (TSXV: STK) ('Strike' or the 'Company')
announces that it has entered into a Forbearance Agreement (the 'Forbearance
Agreement') with Waterton Global Value (Luxembourg) S.A.R.L. ('Waterton'),
under which Waterton has agreed to forbear from exercising its rights
and remedies under the Senior Secured Gold Stream Credit Agreement dated
February 21, 2012 (the 'Credit Agreement'), as amended by a
letter agreement dated February 21, 2013 (the 'Facility'),
security that Strike has provided in favour of Waterton to secure the
Company's obligations arising under the Credit Agreement, the PPSA and
other applicable law, until the earlier of (i) May 22, 2013; and (ii)
the occurrence of an Intervening Event (as hereinafter defined) (the 'Forbearance
Period'). The full amount of the Facility was $3.5 million. As of
close of business on April 4, 2013, the outstanding indebtedness was
approximately $2.9 million plus accrued interest, costs and fees.
Pursuant to the terms of the Forbearance Agreement, Strike is obliged to
seek an offer of financing from a third party lender, pursuant to which
a new lender shall advance sufficient funds to the Company on or before
the expiration of the Forbearance Period to permanently repay or cancel
the Facility (the 'Refinancing').
The Forbearance Agreement shall terminate upon the happening of any of a
number of intervening events (each, an 'Intervening Event'),
which includes the failure of Strike to deliver a binding commitment
letter (subject to usual due diligence conditions), setting out the
terms of the Refinancing by April 22, 2013. Strike has not yet delivered
such commitment letter. Despite the occurrence of this Intervening
Event, Waterton has not, to date, exercised its rights under the
Forbearance Agreement (while reserving all of its rights to do so) and
continues to work closely with Strike in its effort to secure financing
and complete the Refinancing. The Company is currently engaged in
negotiations with prospective investors and lenders in order to secure
the Refinancing and to come to a settlement of this matter.
In addition and in connection with execution of the Forbearance
Agreement, Strike has entered into a standstill agreement (the 'Standstill
Agreement') with Waterton and 161229 Canada Inc. carrying on
business as Whelan Mining Contractors ('Whelan'). Pursuant
to the Standstill Agreement, Whelan has agreed not to take any action
against the Company, Waterton or any other party in respect of the
Services, including all claims and allegations Whelan has raised in the
Lien Action (see press release dated March 28, 2013). Unless otherwise
agreed upon by the parties in writing, the termination date of the
Standstill Agreement will be the earlier of: (a) May 22, 2013; or (b)
the automatic termination of the Standstill Period if the Company (i)
takes any action or commences any proceeding or any action or proceeding
is taken or commenced by another person or persons against the Company,
relating to the reorganization, readjustment, compromise, enforcement or
settlement of the debts owed by Strike to its creditors, including,
without limitation, the filing of a Notice of Intention to Make a
Proposal under the Bankruptcy and Insolvency Act ('BIA'),
the making of an order under the Companies' Creditors Arrangement Act,
the filing of an application for a bankruptcy order or receivership
order against the Company pursuant to the provisions of the BIA, or the
commencement of any similar action or proceeding, (ii) Waterton takes
any actions against the Company pursuant to the Credit Agreement or
otherwise, or (c) Strike informs Waterton and Whelan that the
Refinancing is not proceeding.
About Strike
Strike Minerals is a TSXV listed company that is engaged in the
exploration and development of precious metal properties in Canada. Its
primary property is the former producing Edwards Gold Mine property in
the Goudreau ? Lochalsh Gold Camp near Wawa, Ontario. Historic
production in the camp between 1930 and 2001 is estimated at 500,000
ounces of gold. Between 1996 and 2001 underground development was
completed through a decline to a depth of approximately 290 m resulting
in 145,000 oz Au being mined from the Property.
Subsequent drilling on the Property has delineated an additional five
zones that have significant gold mineralization. Strike has commenced
dewatering of the underground workings in order to provide access to
enable underground drilling and bulk sampling of these new zones. The
dewatering will also enable Strike to evaluate old stopes and high grade
mineralization that was not mined when the mine was closed due to low
gold prices in 2001.
Strike also has a large land position in the Hemlo West area near
Schreiber, Ontario. The property has a number of historic producers that
produced small tonnages of very high grade gold mineralization,
averaging approximately 18-25 g/t gold, between 1935 and 1937 generally
associated with shear zones in the region. These shear systems have seen
very little modern exploration, and drill testing at or near a prominent
syenite volcanic contact is considered highly prospective for the
discovery of additional gold mineralization. Strike will conduct an
initial program of surface geological and alteration mapping on the
property with a goal of increasing the understanding of the geologic and
structural relationships on the property in preparation for drill
testing to assess the extent and value of the mineralization.
Forward-Looking Statements
Certain information set forth in this news release may contain
forward-looking statements that involve substantial known and unknown
risks and uncertainties. These forward-looking statements are subject to
numerous risks and uncertainties, certain of which are beyond the
control of Strike, including, but not limited to, the impact of general
economic conditions, industry conditions, volatility of commodity
prices, risks associated with the uncertainty of exploration results and
estimates and that the resource potential will be achieved on
exploration projects, currency fluctuations, ability to raise funds,
dependence upon regulatory approvals, ability to secure the Refinancing,
and the uncertainty of settling the action brought against it by Whelan.
There is no assurance that the company's exploration projects will add
to Strike's resource base in the short-term, or at all. Readers are
cautioned that the assumptions used in the preparation of such
information, although considered reasonable at the time of preparation,
may prove to be imprecise and, as such, undue reliance should not be
placed on forward-looking statements.
Neither the 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.
Strike Minerals Inc.
Kerry Smith, 416-603-7200 ext. 225
kerry.smith@strikeminerals.com