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HDA

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Share Name Share Symbol Market Type
TSXV:HDA TSX Venture Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0 -

Huldra Obtains First Tranche of Dip Financing and Agrees to Engage Haywood Securities as Strategic Advisor

16/08/2013 7:32pm

Marketwired Canada


Huldra Silver Inc. ("Huldra" or the "Company") (TSX VENTURE:HDA) announces that
it has obtained a secured debtor-in-possession loan (the "DIP Loan") from
Waterton Global Value, L.P. ("Waterton"), the primary secured creditor of the
Company, pursuant to a credit agreement dated August 15, 2013 (the "Credit
Agreement"). The DIP Loan was authorized by an initial order (the "Order") of
the Supreme Court of British Columbia (the "Court") pursuant to the proceedings
under the Companies' Creditors Arrangement Act (Canada) ("CCAA") previously
announced in the Company's news release dated July 26, 2013. 


Garth Braun, Chief Financial Officer and Director, stated: "The Company's strong
relationship with Waterton has resulted in the parties working collaboratively
during the CCAA process and in achieving the DIP Loan. The Company will have to
work collaboratively with all other stakeholders during the CCAA process in
order to maximize value for all stakeholders."


Credit Agreement

Under the terms of the Credit Agreement, the DIP Loan will be advanced by
Waterton by way of a first advance, which will be advanced in several tranches,
of up to $2,300,000 in aggregate (collectively, the "First Advance") and a
second advance (at Waterton's sole absolute discretion) of up to $2,500,000 in
aggregate (the "Second Advance" and together with the First Advance, the
"Advances") upon receipt by Waterton of a comprehensive plan of operations from
the Company for the Treasure Mountain Property that is satisfactory to Waterton
and its advisors (the "Plan"), all on the terms and conditions set out in the
Credit Agreement. The Company has agreed to repay the DIP Loan in full as
follows: if the First Advance (but not the Second Advance) is advanced, then on
the date which is four months after the date the First Advance is advanced by
Waterton to the Company under the Credit Agreement; and if both Advances are
advanced, then in accordance with an amortized repayment schedule to be
determined by Waterton which reasonably corresponds to the Plan. Each tranche of
each Advance is subject to a number of conditions as set out in the Credit
Agreement.


Under the first tranche of the First Advance, the Company drew down $1,189,024,
of which $502,671 was used to re-pay the principal and interest owed to Waterton
pursuant to a $500,000 promissory note dated July 8, 2013, $115,000 of which was
used to pay the costs and expenses of Waterton pursuant to the Credit Agreement,
and the balance of $571,353 was advanced to the Company. The proceeds of the
first tranche will allow the Company to continue its care and maintenance
program at its mine and mill while attempting to restructure its financial
affairs. 


Under the terms of the Credit Agreement, the obligations of the Company in
connection with the DIP Loan have been secured by a super-priority court-ordered
charge (the "Charge") over all present and after-acquired property, assets and
undertakings of the Company, and by guarantees of each of the Company's
subsidiaries in favour of Waterton. The Charge shall rank in priority to all
other creditors, interest holders, lien holders and claimants of any kind
whatsoever, subject only to an administrative charge in favour of the Monitor
and its counsel in an amount up to $300,000, and a lien with respect to certain
of the Company's leased premises in an amount up to $25,000. The Company and its
subsidiaries have entered into certain ancillary agreements to secure the
obligations of the Company under the DIP Loan, including general security
agreements, share pledge agreements with respect to the shares of the
subsidiaries, and debentures with respect to the properties and mineral
interests owned by Company and its subsidiaries. The Company also agreed to
certain covenants and negative covenants as set out in the Credit Agreement. The
Credit Agreement contains a number of events of default, including without
limitation, the failure to make any payment to Waterton when due, the breach of,
or failure to perform or observe any covenant, the failure to pay any other debt
exceeding $50,000 when due, the failure to perform any material agreement, any
judgment or order for the payment of money in excess of $50,000.00 being
rendered against the Company, certain events happening in the CCAA proceeding
and a number of other enumerated events.


Any advances under the DIP Loan are repayable in an amount in cash equal to the
aggregate of the following payments: (a) the amount arrived at when (i) dividing
the amount being repaid by 76.5% of the spot price of silver on the business day
immediately preceding such repayment date and (ii) multiplying the result
thereof by such spot price; and (b) the Profit Participation Amount (as
calculated pursuant to the Credit Agreement) relating to such repayment date.


The DIP Loan has received conditional approval of the TSX Venture Exchange (the
"TSXV") and remains subject to final TSXV approval. 


Royalty Agreement

In connection with and as partial consideration for the DIP Loan, the Company
also entered into a Royalty Agreement with Waterton, whereby the Company granted
to Waterton a 2% net smelter return royalty on the production of all minerals
from the Treasure Mountain Property (the "Royalty"). The Royalty will be
terminated if: no amounts are drawn by the Company under the DIP Loan on or
before August 22, 2013; and the Company repays Waterton in full all amounts
owing under the original credit agreement dated June 16, 2011 between the
Company and Waterton, the term sheet dated July 23, 2013 between the Company and
Waterton and the Credit Agreement on or before August 22, 2013.


CCAA Proceeding

CCAA protection stays creditors and others from enforcing rights against Huldra
and affords Huldra the opportunity to continue attempting to restructure its
financial affairs. The Court has granted CCAA protection for an initial period
of 30 days, expiring August 26, 2013, to be extended thereafter as the Court
deems appropriate. While under CCAA protection, Huldra will continue attempting
to restructure its financial affairs and recommence operations at its mine and
mill under the supervision of the Monitor. The Monitor will also be responsible
for reviewing Huldra's ongoing operations, liaising with creditors and other
stakeholders and reporting to the Court.


The Monitor will continue to work with the Company to develop a plan of
compromise or arrangement with one or more of the Company's classes of creditors
pursuant to the CCAA and the Business Corporations Act (British Columbia).


Strategic Advisory Agreement

The Company also announces that it intends to enter into an agreement with
Haywood Securities Inc. ("Haywood") whereby Haywood would provide strategic
advisory services to the Company, including the identification of alternatives
to resolve the Company's current debt obligations and to unlock value from the
Company's assets. The Company intends to pay Haywood a work fee and success fee
depending on the outcome of the services provided. The terms of the agreement
with Haywood are still being negotiated and may change. The final agreement is
subject to the TSXV Approval.


On behalf of the Board of Directors

Garth Braun, CFO & Director

Disclaimer for Forward-Looking Information

This press release contains projections and forward-looking information that
involve various risks and uncertainties regarding future events including: (i)
that Huldra will be able to restructure its financial affairs, (ii) that Huldra
will be able to recommence operations at its mine and mill, (iii) that Waterton
will provide any additional advances under the DIP Loan, (iv) that Huldra and
the Monitor will formulate a plan of compromise or arrangement under the CCAA
Proceeding acceptable to Waterton and the other creditors, (v) that the Court
will approve of any proposed restructuring plan, (vi) that the Company and the
Monitor will be able to implement any restructuring plan that has been approved,
(vii) that a transaction that restructures the affairs of the Company in such a
way that maximizes value to all stakeholders will be completed, (viii) that the
Company and Haywood Securities will enter into the Advisory Agreement and that
it will receive all required approvals for such agreement, and (ix) the timing
and duration of CCAA protection. No assurance can be given that any of the
events anticipated by the forward-looking statements will occur as planned or at
all, or, if they do occur, what benefits the Company will obtain from them.
These forward-looking statements reflect management's current views and are
based on certain expectations, estimates and assumptions which may prove to be
incorrect. A number of risks and uncertainties could cause the Company's actual
results to differ materially from those expressed or implied by the
forward-looking statements, including: 

(1) that Huldra is unable to secure additional financing or make arrangements
with its creditors, (2) that Huldra will be unable to recommence operations at
its mine and mill for any reason whatsoever, (3) that Waterton does not provide
any additional advances under the DIP Loan, (4) that one or more of the
conditions precedent to any advance under the DIP Loan is not satisfied, (5)
that there may be competing uses for the proceeds of the DIP Loan, (6) that
Huldra and the Monitor will not be able to agree upon a plan of compromise or
arrangement or that such a plan, if agreed to by Huldra and the Monitor, is not
acceptable to Waterton and/or other creditors for any reason whatsoever, (7)
that Huldra may not have the funds required to reimburse Waterton for certain
expenditures, (8) that any such plan of compromise or arrangement may not be
approved by the Court, (9) that any plan of compromise or arrangement that is
approved by the creditors and the Court may not be successfully implemented for
whatever reason, (10) that any plan of compromise or arrangement that is
approved by the creditors and the Court may not maximize value for all
stakeholders, (11) that the timing and duration of CCAA protection may be
shorter than expected, (12) that other parties may challenge the Order or any
other order in the CCAA proceeding, (13) that other parties may challenge the
Charge given to Waterton, (14) a downturn in general economic conditions in
North America and internationally, (14) volatility and fluctuation in the prices
of silver, lead and zinc, (15) volatility and fluctuation in the price of the
Company's stock and stock of resource issuers generally, (16) the uncertainty
involved in Court proceedings and the implementation of a plan of restructuring
under the CCAA, and (17) other factors beyond the Company's control. Readers are
cautioned that the foregoing list of factors is not exhaustive. These and all
subsequent written and oral forward-looking information are based on estimates
and opinions of management on the dates they are made and expressly qualified in
their entirety by this notice. Except as required by law, the Company assumes no
obligation to update forward-looking information should circumstances or
management's estimates or opinions change. 


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.



FOR FURTHER INFORMATION PLEASE CONTACT: 
Huldra Silver Inc.
Garth Braun
604-647-0142
garth@huldrasilver.com
IR@huldrasilver.com

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