Harte Gold Announces Extension of Stay Period, Approval of Increased DIP Financing and Approval of Sale and Investment Solicitation Process
December 20, 2021
Toronto – December 20, 2021 – As previously announced, on December 7, 2021, HARTE GOLD CORP. (“Harte Gold” or the “Company”) (TSX: HRT / OTC: HRTFF / Frankfurt: H4O) 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, the Company obtained protection from its creditors for an initial period of ten (10) days (the “Stay Period”) and FTI Consulting Canada Inc. was appointed as monitor of the Company (in such capacity, the “Monitor”).
On December 16, 2021, the Court granted an order pursuant to which the Stay Period was extended until December 21, 2021 and the amount authorized for borrowing under the DIP Financing Agreement approved by the Court in the Initial Order was increased to $2.5 million,
On December 20, 2021, the Court granted an Amended and Restated Initial Order (the “ARIO”) pursuant to which, inter alia, the Stay Period was extended until January 31, 2022 and the amount authorized for borrowing under the DIP Financing Agreement approved by the Court in the Initial Order was increased to $10.8 million.
Also 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. Interested parties are invited to participate in the SISP and submit a superior proposal (each a “Superior Proposal”) to the Stalking Horse Bid. If no Superior Proposal is submitted to the Company and the Monitor in accordance with the SISP, the Investor shall be declared the successful bidder at the conclusion of the SISP and, if the transaction contemplated in the Subscription Agreement is subsequently approved by the Court, the Investor will become the sole shareholder of Company, which will continue its business and operations as a going concern. The SISP is intended to secure the highest or otherwise best offer for the Company’s business and assets, for the benefit of all stakeholders.
In order to participate in the SISP and obtain access to a virtual data room, all interested parties must comply with the terms and conditions set forth in the SISP Procedures, a copy of which is attached to the SISP Order and is also available on the Monitor’s website at http://cfcanada.fticonsulting.com/harte. Parties interested in participating in the SISP, should contact the Monitor at moc.gnitlusnocitf@dlogetrah.
All bids must be submitted to the Monitor by no later than January 14, 2022 at 5:00 p.m. (prevailing Eastern Time).
Further updates will be provided as appropriate. A copy of the Initial Order, the ARIO, the SISP Order, the SISP Procedures and all materials related thereto, as well as any other information regarding the CCAA proceedings, are available on the Monitor’s website at http://cfcanada.fticonsulting.com/harte.