TORONTO, ONTARIO--(Marketwired - July 15, 2016) - A.B. Aterra Resources Ltd. ("Aterra Resources") announces certain commitments by GB Minerals Ltd. ("GB Minerals"), having its head office in Vancouver, B.C., and Zaff LP ("Zaff") relating to a potential rights offering of common shares by GB Minerals announced on July 14, 2016 (the "Rights Offering"). These commitments will enable Aterra Resources and a joint actor to reacquire an aggregate percentage shareholding in GB Minerals of 46.5% if the Rights Offering is completed.
Aterra Resources owns 89,175,199 common shares of GB Minerals ("Common Shares"), representing approximately 11.9% of the 751,108,424 issued and outstanding Common Shares as of July 15, 2016. A.B. Aterra Investments Limited (together with Aterra Resources, the "Aterra Entities"), a joint actor of Aterra Resources, owns 136,573,898 Common Shares, representing a further 18.2% of the issued and outstanding Common Shares as of July 15, 2016.
By an agreement between the Aterra Entities, GB Minerals and Zaff, Aterra Resources has obtained a written commitment that GB Minerals will not commence any rights offering until the earlier of January 14, 2017 and the completion of the Rights Offering unless, among other things, the terms of such rights offering are such that the Aterra Entities will have the ability to thereby acquire such number of Common Shares as will cause the Aterra Entities to collectively hold, immediately upon the completion of such rights offering, not less than 40% of the then outstanding Common Shares.
In addition, Aterra Resources has obtained a written commitment from Zaff that within five business days following the closing of the Rights Offering, Zaff will sell to one or more of the Aterra Entities, at a price per Common Share equal to the subscription price under the Rights Offering, that number of Common Shares as may be required to ensure that the Aterra Entities will collectively then hold, following the exercise of their rights and the acquisition of such Common Shares from Zaff, 46.5% of the then outstanding Common Shares.
Prior to the completion by GB Minerals of a private placement on July 14, 2016, the Aterra Entities held in aggregate 46.5% of the outstanding Common Shares. The arrangements summarized above are intended by Aterra Resources to afford the Aterra Entities the ability to reacquire this aggregate level of ownership in GB Minerals in connection with the Rights Offering.
Aterra Resources holds its interest in Common Shares and other securities of GB Minerals for investment purposes and continues to monitor the business, prospects, financial condition and potential capital requirements of GB Minerals. Depending on its evaluation of these and other factors, Aterra Resources may from time to time in the future increase or decrease its direct or indirect ownership, control or direction over the Common Shares or other securities of GB Minerals through market transactions, private agreements, subscriptions from treasury or otherwise.
For further information, including a copy of the corresponding report filed with Canadian securities regulators, contact the undersigned.