Humboldt Capital Corporation
TSX VENTURE : HMB

Humboldt Capital Corporation

April 27, 2016 09:00 ET

Humboldt Capital Corporation Files Annual Report for the Year Ended December 31, 2015 and Announces Receipt of Proposal for Going Private Transaction

CALGARY, ALBERTA--(Marketwired - April 27, 2016) - Humboldt Capital Corporation ("Humboldt" or the "Company") (TSX VENTURE:HMB) announces that it has filed on SEDAR at www.sedar.com its 2015 annual report including its audited comparative financial statements and management's discussion and analysis for the year ended December 31, 2015.

Humboldt also announces that it has received a proposal (the "Proposal") from Robert W. Lamond ("RWL"), the Chairman, President and Chief Executive Officer of the Company, and Lamond Investments Inc. ("Lamond Investments"), a company wholly-owned and controlled by RWL, pursuant to which it is proposed that Lamond Investments will acquire all of the issued and outstanding common shares ("Humboldt Shares") of Humboldt not currently owned by Lamond Investments and Lamond (the "Transaction"). RWL and Lamond Investments (collectively, "Lamond") currently own approximately 72% of the outstanding Humboldt Shares. Pursuant to the Proposal, Lamond Investments would acquire the remaining Humboldt Shares held by Humboldt's other shareholders (the "Public Shareholders") for consideration comprised of the Public Shareholders' proportionate interest in: (i) Humboldt's cash and cash equivalents, including the net proceeds realized from the liquidation of Humboldt's investment portfolio (net of Humboldt's estimated expenses of the Transaction and its other outstanding liabilities); (ii) the common shares ("Tuscany Shares") of Tuscany Energy Ltd. held by Humboldt; (iii) the estimated cash value of any remaining securities in Humboldt's investment portfolio (other than the Tuscany Shares) which are not disposed of prior to closing of the Transaction; and (iv) the estimated replacement cost of Humboldt's other assets.

Based on the foregoing, under the Proposal, it is currently estimated that for each Humboldt Share held by a Public Shareholder the shareholder would receive approximately $1.12 cash and 1.41 Tuscany Shares. The last closing price of the Humboldt Shares on the TSX Venture Exchange ("TSXV") was $0.66 and the last closing price of the Tuscany Shares on the TSXV was $0.065.

The Proposal is non-binding. Completion of the Transaction, if proceeded with, would be subject to, among other things, the negotiation and execution of a definitive agreement ("Definitive Agreement") between Lamond and Humboldt, which would contain customary conditions for transactions of this nature, including court and regulatory approvals (including approval of the TSXV) and requisite shareholder approval, being not less than 66 2/3% of the votes cast by Humboldt shareholders, either in person or by proxy, at a meeting (the "Meeting") of Humboldt shareholders to be called to consider the Transaction, and not less than a majority of the votes cast by Humboldt shareholders, either in person or by proxy, at the Meeting after excluding the votes of Lamond and such other persons that must be excluded in accordance with applicable securities laws.

Upon receipt of the Proposal, the board of directors of Humboldt established a special committee comprised of independent directors for the purpose of, among other things, reviewing and evaluating the proposed Transaction and negotiating or supervising the negotiation of the Definitive Agreement on behalf of Humboldt.

The board of directors of Humboldt has set June 22, 2016 as the date on which the Company's next annual and special meeting of shareholders is to be held. An information circular (the "Circular") regarding the matters to be considered at the meeting, including the Transaction assuming Humboldt and Lamond successfully negotiate and execute a Definitive Agreement in respect thereof, is expected to be mailed to shareholders in late May or early June, 2016. Closing of the Transaction would be expected to occur shortly after the shareholders' meeting.

A copy of the Circular and Definitive Agreement (assuming one is entered into) will be filed on Humboldt's SEDAR profile and will be available for viewing at www.sedar.com.

Forward-Looking Information

Certain information set forth in this press release, including information and statements which may contain words such as "could", "plans", "should", "anticipates", "expects", "believes", "will" and similar expressions and statements relating to matters that are not historical facts, contains forward-looking statements, including but not limited to statements regarding the proposed Transaction, including the estimated amount of cash and Tuscany Shares each Public Shareholder would receive pursuant thereto, the anticipated negotiation and execution of a Definitive Agreement, the date of Humboldt's annual and special meeting and the anticipated timing of the mailing of the Circular in relation thereto, and the anticipated timing of closing of the Transaction. By their nature, forward-looking statements are subject to numerous risks and uncertainties, some of which are beyond Humboldt's control. Completion of the Transaction is subject to the successful negotiation and execution of a Definitive Agreement between Lamond and Humboldt, as well as a number of other conditions which are typical for transactions of this nature. Failure to satisfy any of these conditions, the emergence of a superior proposal or the failure to obtain approval of the Humboldt shareholders may result in the proposed Transaction not being completed. The foregoing list is not exhaustive. Additional information on these and other risks that could affect completion of the Transaction will be set forth in the Circular, which will be available on SEDAR at www.sedar.com. Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements. The actual results, performance or achievement of Humboldt could differ materially from those expressed in, or implied by, these forward-looking statements and, accordingly, no assurance can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what benefits that Humboldt will derive therefrom. Humboldt disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable securities laws.

Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Contact Information

  • Humboldt Capital Corporation
    R.W. Lamond
    Chairman of the Board
    (403) 269-9889

    Humboldt Capital Corporation
    C.A. (Tony) Teare
    Executive Vice President
    (403) 269-9889
    (403) 269-9890 (FAX)
    www.humboldtcapital.com