Quest Announces Commencement of Substantial Issuer Bid and Mailing of Issuer Bid and Special Meeting Circulars
23 July 2010 - 9:34AM
Marketwired
Quest Capital Corp. ("Quest" or the "Corporation") (TSX: QC)(NYSE
Amex: QCC) announced today that it has formally commenced its
previously announced substantial issuer bid (the "Offer"), pursuant
to which it is offering to purchase for cancellation from the
holders of common shares of the Corporation (the "Shares") up to
Cdn$60,000,000 in value of its Shares. The Offer has been
structured as a modified "Dutch Auction" pursuant to which
shareholders may deposit all or a portion of their Shares pursuant
to (i) auction tenders in which the shareholder specifies a price
of not less that $1.35 and not more than $1.60 per Share, in
increments of $0.01 per Share, or (ii) purchase price tenders in
which the shareholder does not specify a price per Share, in which
case such shareholder's Shares will be purchased by the Corporation
at the purchase price to be determined by the Corporation pursuant
to the terms of the Offer. The maximum number of Shares that may be
purchased by the Corporation under the Offer is 44,444,444. The
Offer will expire at 5:00 p.m. (Toronto time) on August 30, 2010
unless the Offer is extended, varied or withdrawn by Quest.
The Corporation will determine a single price per Share (the
"Purchase Price"), based on the number of Shares tendered and the
prices indicated by tendering shareholders, which will be the price
that enables the Corporation to purchase up to Cdn$60,000,000 of
Shares within the range specified above. Shareholders will receive
the Purchase Price, payable in cash, for Shares tendered at prices
equal to or lower than the Purchase Price, subject to any
applicable withholding taxes. All Shares tendered at prices higher
than the Purchase Price will be returned to shareholders. The
Corporation will purchase all Shares at the Purchase Price, even if
shareholders have indicated a lower price. If the aggregate
purchase for Shares properly deposited at or below the Purchase
Price would exceed Cdn$60,000,000, such Shares will be purchased on
a pro rata basis, subject to the terms of the Offer.
The formal Offer and related issuer bid circular, letter of
transmittal and notice of guaranteed delivery (collectively, the
"Offer Documents"), containing the full terms and conditions of the
Offer and instructions for tendering Shares, are in the process of
being mailed to shareholders and will be filed with the applicable
securities regulatory authorities in Canada and the Untied States.
The Offer Documents will be available under the corporate profile
of Quest on the System for Electronic Document Analysis and
Retrieval (SEDAR) at www.sedar.com and on the website of the U.S.
Securities and Exchange Commission (SEC) at www.sec.gov.
The Corporation is also mailing to its shareholders and will
file on SEDAR a notice of special meeting (the "Notice of Meeting")
and management proxy circular (the "Meeting Circular") setting out
certain matters to be considered by shareholders at the special
meeting of shareholders of the Corporation to be held at 2:00 p.m.
(Toronto time) on August 17, 2010 (the "Meeting").
At the Meeting, shareholders will be asked to consider and, if
thought appropriate, to pass resolutions:
-- approving the provision of certain management services to the
Corporation by Sprott Lending Consulting LP ("SLCLP") and, in connection
therewith, the execution and delivery of a management services agreement
and partnership agreement with SLCLP;
-- approving the amendment of the Corporation's articles to change its name
from "Quest Capital Corp." to "Sprott Resource Lending Corp.", or such
other name as the board of directors of the Corporation, in its sole
discretion, determines appropriate;
-- approving the amendment of the Corporation's articles to increase the
maximum number of directors of the Corporation from ten (10) to eleven
(11);
-- electing John Embry, Peter Grosskopf and Murray John as new directors of
the Corporation;
-- approving a private placement of Shares; and
-- approving the Corporation's stock option plan and ratifying the granting
of certain options by the Corporation.
As previously notified, the record date for determining those
shareholders of the Corporation entitled to receive notice of, and
to vote at, the Meeting was July 13, 2010.
Shareholders are encouraged to carefully review the Offer
Documents before tendering their Shares to the Offer. Shareholders
are also encouraged to carefully review the Notice of Meeting and
Meeting Circular in their entirely before voting on the matters
referenced above.
About Quest
Quest Capital Corp. is a publicly traded mortgage investment
corporation. As a natural resource lender, Quest will ultimately
cease to be a mortgage investment corporation. Accordingly, Quest
will provide further guidance as to its ability or intention to
remain a mortgage investment sa for the remainder of the current
fiscal year.
Forward Looking Statements
This press release may include certain statements that
constitute "forward-looking statements", and "forward looking
information" within the meaning of applicable securities laws
("forward-looking statements" and "forward-looking information" are
collectively referred to as "forward-looking statements", unless
otherwise stated). Such forward-looking statements involve known
and unknown risks and uncertainties that may cause our actual
results, performance or achievements to be materially different
from any future results, performance or achievements expressed or
implied by such forward looking statements. Forward-looking
statements may relate to the Corporation's future outlook and
anticipated events or results and may include statements regarding
the Corporation's future financial position, business strategy,
budgets, litigation, projected costs, financial results, taxes,
plans and objectives. We have based these forward-looking
statements largely on our current expectations and projections
about future events and financial trends affecting the financial
condition of our business. These forward-looking statements were
derived utilizing numerous assumptions regarding expected growth,
results of operations, performance and business prospects and
opportunities that could cause our actual results to differ
materially from those in the forward-looking statements.
While the Corporation considers these assumptions to be
reasonable, based on information currently available, they may
prove to be incorrect. Forward-looking statements should not be
read as a guarantee of future performance or results.
Forward-looking statements are based on information available at
the time those statements are made and/or management's good faith
belief as of that time with respect to future events, and are
subject to risks and uncertainties that could cause actual
performance or results to differ materially from those expressed in
or suggested by the forward looking statements. To the extent any
forward-looking statements constitute future-oriented financial
information or financial outlooks, as those terms are defined under
applicable Canadian securities laws, such statements are being
provided to describe the current potential of the Corporation and
readers are cautioned that these statements may not be appropriate
for any other purpose, including investment decisions.
Forward-looking statements speak only as of the date those
statements are made. Except as required by applicable law, we
assume no obligation to update or to publicly announce the results
of any change to any forward-looking statement contained or
incorporated by reference herein to reflect actual results, future
events or developments, changes in assumptions or changes in other
factors affecting the forward looking statements. If we update any
one or more forward-looking statements, no inference should be
drawn that we will make additional updates with respect to those or
other forward-looking statements. You should not place undue
importance on forward-looking statements and should not rely upon
these statements as of any other date. All forward looking
statements contained in this press release are expressly qualified
in their entirety by this cautionary notice.
Contacts: Quest Capital Corp. A. Murray Sinclair Chairman (800)
318-3094 or (604) 687-8378 Quest Capital Corp. Jim Grosdanis CFO
(800) 318-3094 or (604) 687-8378 www.questcapcorp.com
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