Termination of the Amended SISP
October 23, 2015
Since receiving bids on September 30, 2015, the Monitor has been in communication with NATC and its primary stakeholders. As a result of those discussions, the Monitor has determined that none of the bids received are likely to result in a transaction being consummated. Accordingly, as contemplated by paragraph 24 of the Amended SISP, the Monitor has terminated the Amended SISP effective October 21, 2015.
The Monitor will continue to consult with the Company and its stakeholders regarding next steps and will report to the Court in that regard, including the outcome of the Amended SISP, in due course.
Potential Conflict of Interest
September 4, 2015
Notice to all interested parties:
North American Tungsten Corporation Limited (the “Company” or “NATC”) and Alvarez & Marsal Canada Inc. (the “Monitor”) have recently been notified by three directors that they have a potential conflict of interest as an entity that they are affiliated with, Queenwood Capital Partners LLC (“Queenwood”), may be participating in the sale and investment solicitation process (the “SISP”). The directors who have identified their potential conflict are Ron Erickson, Kurt Heikkila (also CEO of NATC) and Dennis Lindahl (also CFO of NATC) (collectively, the “Interested Directors”).
As a result of this development, the Company and the Monitor have taken and will take certain further steps to ensure that the SISP continues to be run fairly and that Queenwood, the Interested Directors and anyone affiliated with them do not have any advantage in the SISP. Such steps include the following:
- The board of directors will pass a resolution forming a special committee of the independent directors. That special committee is charged with assisting and advising the Monitor in relation to the SISP, including the review and approval of any offers received (to the exclusion of the Interested Directors and management).
- The Company will be bringing an application in the near future to amend the SISP so that, going forward, it will be run by the Monitor (with input as appropriate from the special committee).
- Going forward, all information requests by potential bidders will be made to Alvarez & Marsal Canada Securities ULC (the Company’s financial advisor) or the Monitor, and they will obtain the information from the appropriate person at the Company, including from any of the Interested Directors as necessary.
- Queenwood will sign an NDA as a condition of participating in the SISP, whether alone or in conjunction with any other potential bidder.
- All potential bidders will be made aware of Queenwood and the Interested Directors’ interests.
- Appropriate employees of NATC will be made aware of the Interested Directors’ interests and advised not to speak with any of them about any aspect of the SISP.
For clarity, none of the Interested Directors will receive copies or particulars of any of the other bids. Potential bidders are advised to take care not to divulge any particulars of their bids to any of the Interested Directors, particularly with respect to potential pricing or deal structure.
If you have any questions regarding the foregoing, please do not hesitate to contact the Monitor at 604.638.7440.
|Business Opportunity Overview (July 17, 2015)||Documents|
|SISP Order (July 17, 2015)||Documents|
|Amended SISP Order (September 14, 2015).pdf||Documents|