Golden Band Enters $20 Million Cost Plus Contract and Loan Agreement
posted on
Jun 19, 2013 06:41AM
Saskatchewan's SECRET Gold Mining Development.
cnw
GBN: TSX Venture Exchange | OTCQX: GBRIF
SASKATOON, June 18, 2013 /CNW/ - Golden Band Resources Inc. ("Golden
Band" or the "Company") (TSXV: GBN; OTCQX: GBRIF) announces that it has
entered into a short-term cost plus contract (the "Cost Plus Contract")
with Procon Mining and Tunnelling Ltd. ("Procon Mining" or the
"Contractor") whereby the Contractor will provide pre-production and
mine rehabilitation services for the Company's La Ronge gold projects.
The Cost Plus Contract has a guaranteed maximum price of $20 million
and will temporarily supersede the existing general services agreement
between the Company and the Kitsaki/Procon Joint Venture (see news
release of February 11, 2010) until such time as mining operations are
back at full capacity. The contract price includes the cost of work
(the "Cost") plus a Contractor's fee of up to 8% of Cost for general
and administrative expenses and up to 7% of Cost for the Contractor's
profit.
In connection with the Cost Plus Contract, Procon Resources Inc.
("PRI"), a private company related to the Contractor, has agreed to
grant the Company a $20 million non-revolving credit facility (the
"Facility"). Advances under the Facility will be used by the Company
to pay invoices for work performed by the Contractor under the Cost
Plus Contract. The Facility has a term of five years and will be
available to be drawn until August 31, 2013 or such later date as
agreed to by PRI and the Company (the "Availability Period"). The
Facility is subject to interest at a rate of 10% per annum payable
monthly, as well as a stand-by fee equal to prime plus 1.25% per annum
on nay portion of funds not advanced up to and including the last day
of the Availability Period, also payable monthly. Equal quarterly
repayments of the outstanding principal amounts will commence on
December 1, 2013 and continue for the term of the Facility.
The terms of the Credit Agreement require the Company to grant a
security interest to PRI which will charge the Company's assets as
collateral for the Credit Agreement. PRI is already the first secured
creditor of the Company, having taken an assignment of the term loan
originally granted by Waterton Global Value L.P. to the Company on
August 3, 2012 and the related security package consisting of a first
ranking charge over all assets of the Company (see news release of
February 26, 2013).
PRI is a non-arm's length party within the meaning of the policies of
the TSX Venture Exchange as PRI (or certain of its affiliates or
associates) and the Company have certain directors and officers in
common. As such, the TSX Venture Exchange deemed the Facility to be a
related party transaction. Related party transactions are generally
subject to the formal valuation and minority approval requirements set
out in Multilateral Instrument 61-101 of the Ontario Securities
Commission, unless an exemption is available. However, borrowing money
from, or entering into a credit facility with, a related party is not a
type of transaction that requires a formal valuation and therefore the
formal valuation requirements do not apply. Further, an exemption from
the minority approval requirement is available under subsection 5.7(f)
of that instrument. Under subsection 5.7(f) of that instrument, a
loan, or the creation of a credit facility, that is obtained by the
issuer from a related party on reasonable commercial terms that are not
less advantageous to the issuer than if the loan or credit facility
were obtained from a person dealing at arm's length with the issuer and
the loan, or each advance under the credit facility, if not
convertible, directly or indirectly, into equity or voting securities
of the issuer or repayable as to principal or interest in equity or
voting securities.
The transactions have been approved by the board of directors of Golden
Band. Each of the directors who is also an officer or director of PRI
(or any of its affiliates or associates) declared a conflict of
interest and abstained from voting.
About Golden Band
Golden Band Resources Inc. is a gold producer operating in the La Ronge
gold belt in northern Saskatchewan and is listed on the TSX Venture
Exchange in Canada under the symbol GBN and traded in the United States
on the OTCQX under the symbol GBRIF. The Company has two producing
mines, Roy Lloyd and Komis. Commercial production was declared on
April 1, 2011. On February 26, 2013, the Company announced a temporary
halt of mining at the Komis deposit to free up equipment and personnel
for the construction of road access to the Golden Heart deposit.
Operations at the Company's Roy Lloyd mine continue and Jolu Mill
operations will be suspended until mill capacity can be improved. The
Company has been actively exploring the La Ronge Gold Belt since 1994
and has assembled a land package of 870 km2, including 13 known gold
deposits and four former producing mines, being Jolu, Decade, Star Lake
and Komis. The Company plans to undertake aggressive drill programs
throughout the La Ronge Gold Project with the goal of significantly
expanding the existing NI 43-101 gold resources that have been
identified to date.
On behalf of the Board of Directors of Golden Band Resources Inc.,
"Paul Saxton"
Paul Saxton, Chairman and CEO
Contact: (306) 385-7144
Caution Regarding Forward-Looking Information and Statements
This news release includes certain forward-looking statements or
information. All statements other than statements of historical fact
included in this release, including, without limitation, statements
regarding the restructuring of operations, estimates of production,
costs of production, the sufficiency and availability of capital and
financing and other future plans, objectives or expectations of Golden
Band Resources Inc. (Company) are forward-looking statements that
involve various risks and uncertainties. There can be no assurance that
such statements will prove to be accurate and actual results and future
events could differ materially from those anticipated in such
statements. Important factors that could cause actual results to differ
materially from the Company's plans or expectations include risks
relating to the actual results of operations, current exploration
activities, fluctuating gold prices, possibility of equipment
breakdowns and delays, cost overruns, general economic, market or
business conditions, regulatory changes, timeliness of government or
regulatory approvals and other risks detailed herein and from time to
time in the filings made by the Company. The Company makes all
reasonable efforts to update its corporate information on a timely
basis.
Neither TSX Venture Exchange nor its Regulation Services Provider (as
that term is defined in the policies of the TSX Venture Exchange)
accepts responsibility for the adequacy or accuracy of this release.
SOURCE: Golden Band Resources Inc.
For further information:
Jim Gee, Business Services Manager Office: 306 955 0787 Email: info@goldenbandresources.com http://www.goldenbandresources.com/">www.goldenbandresources.com