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Upon Court approval of the Subscription Agreement, and subject to its terms and the satisfaction of applicable conditions therein (including Silver Lake being declared the successful bidder following completion of the SISP), Silver Lake will acquire Harte Gold in exchange for consideration comprising:
- Approximately US$74.1 million in credit bid consideration reflecting the value owed to Silver Lake under the Facilities and the full amount of the DIP Loan;
- Applicable assumed liabilities which will be retained by Harte Gold;
- The satisfaction of finance facility obligations owed by Harte Gold to Appian Capital Advisory LLP (“Appian”) by way of the issuance of Silver Lake shares (estimated to be not more than ~US$28 million); and
- Cash consideration for payment of certain priority claims and for the purposes of completing the CCAA Proceedings and certain ancillary matters (estimated to be not more than US$3 million).
The credit bid consideration is non-cash and will release Harte Gold from all amounts and obligations owing under the Facilities.
The assumed liabilities include the ~US$20.0 million out of the money hedge book. The hedge book is held by BNPP and is secured pari pasu with the Facilities.
The remaining assumed liabilities include, but are not limited to, applicable accounts payable, payroll obligations, mining equipment leases and environmental rehabilitation liabilities, and coverage of ongoing operational accounts associated with the Sugar Zone operation. Assuming these liabilities will allow for a transition of operations under Silver Lake ownership."