Andrew Redleaf and Whitebox Advisors, LLC

September 08, 2015 08:30 ET

Whitebox Advisors LLC and Andrew Redleaf Cease to File Alternative Monthly Reports Regarding Adanac Molybdenum Corporation

MINNEAPOLIS, MINNESOTA--(Marketwired - Sept. 8, 2015) - Whitebox Advisors LLC and Andrew Redleaf announce that they are ceasing to file alternative monthly reports under Part 4 of National Instrument 62-103 The Early Warning System and Related Take-Over Bid and Insider Reporting Issues for Adanac Molybdenum Corporation (the "Issuer") as a result of a non-binding proposal (the "Proposal") made by Whitebox Advisors LLC to the Issuer to acquire all of its issued and outstanding shares (the "Transaction").

Certain limited partnerships managed by Whitebox Advisors LLC (the "Whitebox LPs") hold an aggregate of 3,618,728 common shares (the "Common Shares") of the Issuer, being approximately 14.1% of the issued and outstanding Common Shares, based on a total of 25,642,490 Common Shares issued and outstanding. The Whitebox LPs are managed by Whitebox Advisors LLC, such that, for purposes of applicable Canadian securities laws, Andrew Redleaf and Whitebox Advisors LLC (together, the "Whitebox Filers") may be considered to have control or direction over the Common Shares held by the Whitebox LPs. As a result, for purposes of applicable Canadian securities laws, the Whitebox Filers may be considered to have control or direction over 3,618,728 Common Shares of the Issuer which constitute approximately 14.1% of the outstanding Common Shares, based on a total of 25,642,490 Common Shares issued and outstanding. For purposes of Canadian securities laws, each of the Whitebox LPs may be presumed to be acting jointly or in concert with Mr. Redleaf, Whitebox Advisors LLC and the other Whitebox LPs.

The Whitebox LPs acquired the Common Shares for investment purposes. From time to time, in the ordinary course of its business, Whitebox Advisors LLC engages in discussions with management and directors of companies in which it, or the partnerships that it manages, has invested concerning the business and operations of such companies and possible approaches to maximizing the value of Whitebox Advisors LLC's investment. Whitebox Advisors LLC has made the Proposal as it believes the Proposal provides for an opportunity to maximize the value of the Whitebox LPs' investment in the Issuer. If the Issuer accepts the Proposal, Whitebox Advisors LLC intends to proceed to engage in negotiations in an attempt to enter into definitive documentation with respect to the Transaction and thereafter complete the Transaction. There can be no assurance that the Issuer will accept the Proposal, that definitive documentation will be entered into by Whitebox Advisors LLC and the Issuer, or that the Transaction will be completed.

The Whitebox Filers expect to evaluate on an ongoing basis the Issuer's financial condition, business, operations and prospects, the market price of the securities of the Issuer, conditions in the securities markets generally, general economic conditions and industry conditions and other factors. Depending on such review, the Whitebox Filers may make purchases or may sell or transfer Common Shares or other securities of the Issuer over which they may be considered to have control or direction from time to time in public or private transactions and/or may enter into privately negotiated derivative transactions with institutional counterparties to hedge the market risk of some or all of their positions in the Common Shares or other securities. In addition, the Whitebox Filers may cause any of the Whitebox LPs to distribute in kind to their respective partners or shareholders, as the case may be, Common Shares or other securities. Any such transactions may be effected at any time or from time to time subject to applicable law. Other than as described above, none of the Whitebox Filers has any plan or proposal relating to or that would result in: (a) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (b) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (c) any material change in the present capitalization or dividend policy of the Issuer; (d) any other material change in the Issuer's business or corporate structure; (e) any changes in the Issuer's charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (f) a class of securities of the Issuer being delisted; (g) a class of equity securities of the Issuer becoming eligible for termination of registration; or (h) any action similar to those enumerated above.

Andrew Redleaf is the founding partner and a member of Whitebox Advisors LLC, which is the investment advisor of the general partners of each of the Whitebox LPs that directly own the Common Shares. As a result of the foregoing relationships, the Whitebox Filers may be considered to exercise control or direction over the Common Shares held by the Whitebox LPs. However, the Whitebox Filers disclaim any beneficial ownership over the Common Shares held by the Whitebox LPs, except to the extent of their pecuniary interest, if any, therein.

The Whitebox LPs that hold the Common Shares that are the subject of this release are the Whitebox Multi-Strategy Partners, L.P., Whitebox Relative Value Partners, L.P. Whitebox Credit Partners, L.P. and Whitebox Special Opportunities Fund Series B Partners, L.P.

The filing of this release is not an admission that any entity named in this release owns or controls any securities described in this release or is a joint actor with another named entity.

A copy of the early warning report to be filed by Mr. Redleaf and Whitebox Advisors LLC in connection with the transactions referred to in this press release may be obtained from Mark Strefling, Chief Legal Officer of Whitebox Advisors LLC at (612) 253-6018.

Contact Information

  • The address of the Whitebox Filers is:
    3033 Excelsior Boulevard, Suite 300
    Minneapolis, MN 55416-4675