09:05:55 EDT Thu 25 Apr 2024
Enter Symbol
or Name
USA
CA



Mountain-West Resources Inc
Symbol MWR
Shares Issued 48,614,341
Close 2011-04-15 C$ 0.75
Market Cap C$ 36,460,756
Recent Sedar Documents

Mountain-West to resume trading July 5

2011-07-04 20:27 ET - News Release

Mr. Brent Johnson reports

MOUNTAIN-WEST ANNOUNCES RECOMMENCEMENT OF TRADING, A DEBT SETTLEMENT AND FURTHER PRIVATE PLACEMENT AND GIVES GENERAL CORPORATE UPDATE

Trading in the shares of Mountain-West Resources Inc. was halted on April 15, 2011, and trading will recommence at the opening of trading on July 5, 2011. This news release makes related disclosure.

Mina Pascua property option agreement

On April 15, 2011, the company announced its negotiations with Jorge Lopehandia to enter into an agreement regarding the Mina Pascua property located in northern Chile (Mina Pascua is that portion of the Pascua Lama property which is situated in Chile. The other portion of Pascua Lama is situated in Argentina. The Mina Pascua property option agreement does not relate to the portion of Pascua Lama located in Argentina). Each of Barrick Gold Corp. and Mr. Lopehandia allege to own the Mina Pascua property, and they allege ownership is the subject of litigation which commenced in Santiago, Chile, on March 4, 2001, and which is continuing (see the news release of June 6, 2011, for further details of the litigation, and see page 71 of the Barrick 2003 annual information form, dated May 19, 2004, and filed on SEDAR, where Barrick admits that legal proceedings were commenced in 2001 and that an ex parte injunction was issued "barring [Barrick's subsidiary] from selling or encumbering the claims while the suit is pending before the Chilean courts"). Trading in the shares was halted on April 15, 2011, pending the issuance of news relating to the pending agreement with Mr. Lopehandia.

On June 6, 2011, the company announced that it has entered into a formal property option agreement with Mr. Lopehandia. The company filed that Mina Pascua property option agreement with the exchange and obtained conditional approval. Completion of the transaction is subject to a number of conditions, including, but not limited to, final exchange approval and shareholder approval. There is a risk that the transaction will not be accepted by the exchange or that the terms of the transaction may change substantially prior to acceptance. Should this occur, a trading halt may be imposed. There are many other risks, some of which are set out at the end of the June 6, 2011, news release.

Due diligence private placement

Also, on April 15, 2011, the company announced a non-brokered due diligence private placement in the amount of $900,000 the proceeds of which were to finance the due diligence relating for the then-proposed agreement with Mr. Lopehandia and general corporate expenses. None of the funds from the due diligence private placement were to be provided to Mr. Lopehandia.

On June 8, 2011, the company announced that the due diligence private placement terms were amended such that the amount being raised was being increased from $900,000 to $1,001,850 and that the term of the warrants was being reduced from three years to two years, with the exercise price in the first and second year remaining the same -- that is, $1 and $1.50, respectively. The company has received conditional approval from the exchange and is proceeding with that due diligence private placement. The company hopes to receive final approval from the exchange shortly. The company expects to close the due diligence private placement immediately thereafter. Further due diligence in Chile relating to the Mina Pascua property will then proceed.

Debt settlement, proposed further property option financing and working capital requirements

Also on June 8, 2011, the company announced that if the exchange were to approve the Mina Pascua property option agreement (there is no guarantee that the exchange will grant such approval), then one of the exchange conditions would be that the company have adequate working capital. To meet such working capital requirements, the company will settle debt by issuing securities to its creditors and conduct a further private placement.

Debt settlement

The company will settle existing debt in the approximate amount of approximately $910,000 by issuing units to various creditors. Those creditors will include those private placees under the private placement announced on Oct. 21, 2010, and who wish to receive debt settlement units rather than the return of their private placement funds. The exchange has advised that it will not be accepting for filing that private placement. The creditors will also include those persons who lent funds to the company under the loan arrangement announced on Dec. 31, 2010. The private placement announced Jan. 12, 2011, will not be proceeding as most of those private placees were the lenders under the Dec. 31, 2010, loan arrangement, and therefore the Jan. 12, 2011, transaction is more appropriately classified as a debt settlement rather than a private placement. Each debt settlement unit will be composed of one share and one share purchase warrant with each warrant exercisable to purchase a further share at the price of $1 in the first year and $1.50 in the second year. All securities would be subject to a four-month hold period. The company intends to issue a further news release within the next few days to set the price of the pending debt settlement. The debt settlement is subject to exchange approval.

Further private placement

As stated above, the company will need to conduct a further private placement if it is to meet exchange capital requirements. The exact amount of the further private placement has not been determined but would be in an amount to provide at least: (a) payment under the Mina Pascua property option agreement (approximately $2.1-million) and (b) working capital for at least six months. The company expects that private placement would close at the time of the initial payment under the Mina Pascua property option agreement. The terms of that further private placement will be set at the time of the announcement of that further private placement. There is no guarantee that the company will be able to raise the required funds under that further private placement. That further private placement would be subject to exchange approval.

We seek Safe Harbor.

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