LONGUEUIL, May 21, 2019 - Highland Copper Company Inc. (TSXV: HI, OTCQB: HDRSF) (the “Company” or “Highland”) is pleased to announce the execution of a credit agreement with two of its significant shareholders, Greenstone Resources II LP ("Greenstone") and Osisko Gold Royalties Ltd (“Osisko”) (collectively, the "Lenders").
Under the terms of a credit agreement (the “Loan”), the Lenders have agreed to provide the Company with a loan of up to US$4.5M (the “Principal Amount”). The Loan will bear interest at a rate of twelve percent per annum, has a maturity date of nine months from the initial drawdown (the “Maturity Date”) and will be disbursed in a number of tranches pursuant to an approved budget. The Principal Amount of the Loan as well as accrued interest will be payable at the latest on the Maturity Date. The Company expects that closing and the first drawdown will occur on or about May 24, 2019.
The Company will be using the Loan proceeds to settle its working capital deficiency, to initiate a scoping study on the White Pine project and for general corporate purposes. The Company also intends to appoint a financial advisor to start a strategic review process.
Greenstone and Osisko respectively hold 17.1% and 15.7% of the issued and outstanding common shares of the Company. The entering into the Loan is considered to be a “related party transaction” under Multilateral Instrument 61-101 respecting Protection of Minority Security Holders in Special Transactions (“MI 61-101”) but is exempted from the requirement to obtain a formal valuation pursuant to 5.5 (b) and from the requirement to obtain minority approval pursuant to 5.7(1)(f) of MI 61-101, as the Loan (i) is on reasonable commercial terms that are not less advantageous to Highland than if the Loan was obtained from an arm’s length party, and (ii) is not convertible, directly or indirectly, into equity or voting securities of the Company or a subsidiary of the Company or repayable as to principal or interest, directly or indirectly, in equity or voting securities of the Company or a subsidiary of the Company.
Update on the closing of the White Pine project
The Company and Copper Range Company (“CRC”), a wholly-owned subsidiary of First Quantum Minerals Ltd., have agreed to extend the period to complete the acquisition of the White Pine project to August 31, 2019. The final closing of the acquisition is subject to a number of conditions including releasing CRC from certain environmental obligations associated with the remediation and closure plan of the historical White Pine mine site and replacing the related environmental bond.
About Highland
Highland Copper Company Inc. is a Canadian-based company focused on exploring and developing copper projects in the Upper Peninsula of Michigan, U.S.A. The Company’s principal asset is the Copperwood Project, a development stage copper project fully permitted to move into the construction stage. More information about the Company is available on the Company’s website at www.highlandcopper.com and on SEDAR at www.sedar.com.
Cautionary Note Regarding Forward-Looking Statements
This press release contains certain forward-looking statements within the meaning of applicable Canadian securities legislation. These forward-looking statements include, without limitation, the Company’s use of proceeds from the Loan, the Company’s ability to raise the required funds to continue its activities, to close the acquisition of the White project, and to meet all its commitments and business plans. Readers are cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the Company will be able to secure a debt and/or equity financing package or to complete a strategic transaction. Risks, uncertainties, assumptions and other factors which could cause events or outcomes to differ materially from those expressed or implied by such forward-looking statements include, among others, the effects of general economic conditions, commodity prices, risks associated with exploration and project development, the calculation of Mineral Resources Ltd. and reserves; operational risks associated with mining and mineral processing; fluctuations in metal prices; title matters; government regulation; obtaining and renewing necessary licenses and permits; environmental liability and insurance; reliance on key personnel; dilution; the volatility of our common share price and volume; future sales of shares by existing shareholders; and other risks and uncertainties, including those risks described in our most recently filed annual financial statements and management’s discussion and analysis relating to the Company's business and plans for development of the Copperwood project, available at www.sedar.com. All forward looking statements in this press release are based on information available to the Company as of the date hereof, and the Company undertakes no obligation to update forward-looking statements except as required by law.
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:
Denis Miville-Deschênes, President & CEO
David Charles, Investor relations
Tel: +1.450.677.2455
Email: info@highlandcopper.com
