TORONTO, Jan. 20, 2022 /CNW/ - As announced on
December 7, 2021, HARTE GOLD CORP.
("Harte Gold" or the "Company") was granted creditor
protection pursuant to an order (the "Initial Order")
granted by the Ontario Superior Court of Justice (Commercial List)
(the "Court") under the Companies' Creditors Arrangement
Act, R.S.C. 1985, c. C-36, as amended (the "CCAA").
Pursuant to the Initial Order, FTI Consulting Canada Inc. was
appointed as monitor of the Company (in such capacity, the
"Monitor").
As announced on December 20, 2021,
the Court granted an order (the "SISP Order") authorizing
the Company to conduct, with the assistance of the Monitor, a sale
and investment solicitation process (the "SISP") in
accordance with certain terms and conditions relating thereto (the
"SISP Procedures"). As part of the SISP Order, the Court
approved the Company's execution of a subscription agreement (the
"Subscription Agreement") with 1000025833 Ontario Inc. (the
"Investor"), a wholly-owned indirect subsidiary of Silver
Lake Resources Limited ("Silver
Lake") (ASX: SLR) and the use of the Subscription
Agreement as a "stalking horse bid" (the "Stalking Horse
Bid") in the context of the SISP, in order to establish the
baseline consideration for the Company's business and assets. The
Bid Deadline for the submission of Qualified Bids under the SISP
was 5:00 p.m. (prevailing Eastern
Time) on January 14, 2022.
Harte Gold today announces that, in accordance with the SISP
Procedures, an improved bid by the Investor has been designated as
the Successful Bid and a Qualified Bid submitted by ANR
Investments 2 B.V., an Appian
affiliate has been designated the Back-Up Bid. In accordance
with the SISP Procedures, Harte Gold will be seeking Court approval
of the Successful Bid and authority to consummate the transactions
provided for therein at the Approval Hearing which will be held on
January 28, 2022.
The Successful Bid provides for the payment of substantially all
of Harte's liabilities, other than the Excluded Liabilities, as
defined in the Successful Bid. Neither the Successful Bid nor
the Back-Up Bid provide any recovery for holders of existing equity
interests in the Company.
Additional Information
Capitalized terms not otherwise defined herein have the meanings
attributed to them in the SISP Procedures.
Further updates will be provided as appropriate. Copies of
the Orders granted in by the Court, as well as any other
information regarding the CCAA proceedings, are available on the
Monitor's website at http://cfcanada.fticonsulting.com/harte. A
copy of the Successful Bid will be available in the Company's
motion for its approval, which will be made available on the
Monitor's website once filed with the Court.
About Harte Gold Corp.
Harte Gold holds a 100% interest in the Sugar Zone mine located
in White River, Canada. The Sugar
Zone Mine entered commercial production in 2019. The Company has
further potential through exploration at the Sugar Zone Property,
which encompasses 81,287 hectares covering a significant greenstone
belt.
Cautionary note regarding forward-looking
information:
This news release includes "forward-looking statements",
within the meaning of applicable securities legislation, which are
based on the opinions and estimates of management and are subject
to a variety of risks and uncertainties and other factors that
could cause actual events or results to differ materially from
those projected in the forward-looking statements.
Forward-looking statements are often, but not always, identified by
the use of words such as "seek", "anticipate", "budget", "plan",
"continue", "estimate", "expect", "forecast", "may", "will",
"project", "predict", "potential", "targeting", "intend", "could",
"might", "should", "believe" and similar words suggesting future
outcomes or statements regarding an outlook. Specific
forward-looking statements in this press release include, but are
not limited to, Harte Gold seeking Court approval of the Successful
Bid and authority to consummate the transactions provided for
therein at the Approval Hearing which will be held on January 28, 2022; ; further updates being
provided as appropriate; and the Company having further potential
through exploration at the Sugar Zone Property. Forward-looking
statements are necessarily based upon a number of estimates and
assumptions including material estimates and assumptions related to
the factors set forth below that, while considered reasonable by
the Company as at the date of this press release in light of
management's experience and perception of current conditions and
expected developments, are inherently subject to significant
business, economic, and competitive uncertainties and
contingencies. Known and unknown factors could cause actual results
to differ materially from those projected in the forward-looking
statements, and undue reliance should not be placed on such
statements and information. Such risks and uncertainties include,
but are not limited to, the Strategic Review Process failing to
result in a transaction that provides value to the Company's
stakeholders; the Company being unable to secure sufficient
financing to complete the Strategic Review Process; the Company
being unable to continue as a going concern; the risk that the
Company will not have adequate sources of funding to finance the
Company's operations in the near future; the risk that the Company
will not be able to obtain sufficient financing for working
capital, capital expenditures, debt service requirements, and
general corporate or other purposes; the risk that the Company has
insufficient assets to meet its liabilities or satisfy its
creditors; the Company being able to attract and retain qualified
candidates to join the Company's management team and board of
directors, risks associated with the mining industry, including
operational risks in exploration, development and production;
delays or changes in plans with respect to exploration or
development projects or capital expenditures; the uncertainty of
reserve estimates; the uncertainty of estimates and projections in
relation to production, costs and expenses; the uncertainty
surrounding the ability of the Company to obtain all permits,
agreements, consents or authorizations required for its operations
and activities; and health, safety and environmental risks, the
risk of commodity price and foreign exchange rate fluctuations, the
ability of Harte Gold to fund the capital and operating expenses
necessary to achieve the business objectives of Harte Gold, the
uncertainty associated with commercial negotiations and negotiating
with contractors and other parties and risks associated with
international business activities, as well as other risks and
uncertainties which are more fully described in the Company's
Annual Information Form dated March 30,
2021, and in other filings of the Company with securities
and regulatory authorities which are available on SEDAR at
www.sedar.com. Due to the risks, uncertainties and assumptions
inherent in forward-looking statements, prospective investors in
securities of the Company should not place undue reliance on these
forward-looking statements. Readers are cautioned that the
foregoing list of risks, uncertainties and other factors are not
exhaustive. The forward-looking statements contained in this
news release are made as of the date hereof and the Company
undertakes no obligation to update publicly or revise any
forward-looking statements or in any other documents filed with
Canadian securities regulatory authorities, whether as a result of
new information, future events or otherwise, except in accordance
with applicable securities laws. The forward-looking statements are
expressly qualified by this cautionary statement. The Toronto Stock
Exchange has not reviewed and does not accept responsibility for
the adequacy or accuracy of this news release.
SOURCE Harte Gold Corp.