McWatters Mining Inc.
TSX : MWA

McWatters Mining Inc.

May 09, 2008 13:36 ET

Final Order Hearing to Approve the Previously Announced Arrangement Involving McWatters Mining and the Amended Proposal Made to its Creditors to Be Held on May 26, 2008

MONTREAL, QUEBEC--(Marketwire - May 9, 2008) - THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT INTENDED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES.

Raymond Chabot Inc. ("Raymond Chabot"), the interim receiver of McWatters Mining Inc. ("McWatters")(TSX:MWA), has announced today that the shareholders of McWatters have approved, at a special meeting held on May 6, 2008, the previously announced arrangement ("Arrangement") whereby, among other things, a new class of preferred shares (the "Preferred Shares") will be created and all outstanding common shares of the share capital of McWatters (the "Common Shares") will be exchanged, on a one-for-one basis, for Preferred Shares which shall represent approximately 80% of the voting rights attached to the outstanding shares of the share capital of McWatters immediately following the completion of the Arrangement, all as more particularly described in the Alternative Information Circular dated April 1, 2008 (the "Circular") prepared by CFT Capital Inc. ("CFT Capital").

Raymond Chabot has also announced that the creditors of McWatters (the "Creditors") have approved, on May 7, 2008, the amended proposal under the Bankruptcy and Insolvency Act (Canada) (the "CFT Proposal") which had been submitted to them by Raymond Chabot, in its capacity as interim receiver of McWatters, whereby CFT Capital will pay to Raymond Chabot, for distribution to the Creditors, an aggregate amount of $1,000,000. From the aforementioned aggregate amount of $1,000,000, an amount of $500,000 is intended to be paid to Investissement Quebec ("IQ") and the remaining amount of $500,000 is intended to be paid to the Creditors of McWatters other than IQ. In consideration thereof, the unsecured Creditors (excluding specifically IQ, Revenu Quebec and Revenu Canada) will absolutely and irrevocably assign to CFT Capital all of the claims filed by them with Raymond Chabot as trustee to the proposal of McWatters (such claims excluding specifically any and all claims by IQ, Revenu Quebec and Revenu Canada), including their claims in respect of the Gold-Linked Convertible Debentures of McWatters currently outstanding.

Final approval of the Arrangement and the CFT Proposal will be sought from the Superior Court of Quebec, in and for the district of Abitibi at the Val d'Or Courthouse, located at 900, 7e Rue, Val d'Or, Quebec, in a Room to be determined, on May 26, 2008, at 8:30 a.m. (Montreal time).

The only persons entitled to appear and be heard at the hearing of the Motion for a Final Order in respect of the Arrangement shall be Raymond Chabot, CFT Capital, and any other person that:

a) files and appearance with the Court's registry and serves same on Raymond Chabot's Counsel, McCarthy Tetrault LLP (c/o: Mtre Mason Poplaw, 1000, De La Gauchetiere Street West, 25th Floor, Montreal, Quebec, H3B 0A2), at least seven (7) days prior to the hearing date of the Motion for a Final Order, failing which such person shall not be entitled to appear; and

b) if such appearance is with a view to contesting the Motion for a Final Order, serves on Raymond Chabot's Counsel, McCarthy Tetrault LLP (c/o: Mtre Mason Poplaw, at the above address), at least seven (7) days prior to the hearing date of the Motion for a Final Order, a written contestation supported as to the facts alleged by affidavit(s), and exhibit(s) if any, failing which such person shall not be permitted to contest the Motion for a Final Order.

Unless there is a contestation filed by a person in accordance with paragraph b) above, it is the intention of Raymond Chabot and CFT Capital and their counsels to appear before the Court either in person or by any electronic means approved by the Court (including by way of a conference call).

Once the Court has approved the Arrangement and the CFT Proposal, subject to the satisfaction or waiver of all other applicable conditions precedent to the completion of the Arrangement, it is expected that the articles of amendment and related documents giving effect to the Arrangement will be filed on or about May 26, 2008 and that the Arrangement and the CFT Proposal will thereafter become effective in accordance with their terms.

Forward-Looking Statements

This press release contains "forward looking information" (as defined in applicable Canadian securities legislation) and "forward looking statements" (as defined in the U.S. Securities Exchange Act of 1934) (forward looking information and forward looking statements being collectively hereinafter referred to as "forward looking information") that are based on expectations, estimates and projections as of the date of this press release. Often, but not always, such forward looking information can be identified by the use of forward looking words such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Forward looking information involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward looking information in this press release. Examples of such forward looking information in this press release include, but are not limited to, factors relating to the Arrangement, the CFT Proposal and other transactions contemplated herein and the results expected to be achieved from the successful completion of the Arrangement, the CFT Proposal and other transactions contemplated herein, including statements regarding anticipated payments of dividends on the Preferred Shares and anticipated payments on account of their redemption price, which are subject to significant risks and uncertainties, including (1) the ability to obtain regulatory and court approvals relating to the Arrangement, the CFT Proposal and other transactions contemplated herein; (2) the possibility that the Arrangement, the CFT Proposal and other transactions contemplated herein may not proceed as expected or at all; (3)the possibility that the Arrangement may not be approved by the Court; (4) the possibility that the CFT Proposal may not be approved by the Court; (5) the possibility that McWatters may not derive sufficient cash flow from any business in order to be able to make the anticipated payments of dividends on the Preferred Shares and/or the anticipated payments on account of their redemption price; and (6) the possibility that no full revocation of the cease trade orders prohibiting any trading in McWatters' securities may be obtained. Actual results are likely to differ, and may differ materially, from those expressed or implied by the forward looking information contained in this press release.
Such forward looking information is based on a number of assumptions which may prove to be incorrect, including, but not limited to, assumptions in connection with the Arrangement, the CFT Proposal and other transactions contemplated herein or otherwise about the ability to timely complete the Arrangement, the CFT Proposal and other transactions contemplated herein, the approvals or clearances required to be obtained from the Court and regulatory and other agencies and bodies being successfully obtained, and business and economic conditions generally. While CFT Capital anticipates that subsequent events and developments may cause CFT Capital's views to change, CFT Capital will not update this forward looking information, except as required by law. This forward looking information should not be relied upon as representing CFT Capital's views as of any date subsequent to the date of this press release. CFT Capital has attempted to identify important factors that could cause actual actions, events or results to differ materially from those current expectations described in forward looking information. However, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended and that could cause actual actions, events or results to differ materially from current expectations. There can be no assurance that forward looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward looking information. These factors are not intended to represent a complete list of the factors that could affect McWatters or the Arrangement, the CFT Proposal and other transactions contemplated herein.

Contact Information

  • RAYMOND CHABOT INC.
    Michel Lavoie, CA, CIRP
    514-878-0888
    514-878-2100 (FAX)