Mandalay Resources Corporation provides update on återköpserbjudande and request for consent regarding 5,875 % secured exchangeable bonds

TORONTO, may 12, 2017 (GLOBE NEWSWIRE) — Mandalay Resources Corporation (“Mandalay” or the “Company”) (TSX:MND) announced today that Gold Exchange Limited (“GEL”), a non-related company special purpose registered in Jersey, have issued the notice which is attached as Appendix “A” to this press release (the”statement”) regarding the GEL’s återköpserbjudande (“the Repurchase”) and a request for consent (the”Request for consent”) for their principal amount of eur 60 000 000 USD 5,875 % secured exchangeable bonds which expires in 2019 (the”Debentures”), which was launched on 19 april 2017.

As indicated in the message perceive Mandalay:

  • the meeting of the holders of the Debentures regarding the proposed amendments of the Debentures, which was the subject of the Request for consent, has been postponed for an indefinite period of time;


  • the repurchase offer has been withdrawn, and


  • GEL has initiated discussions with the holders of the Debentures regarding the implementation of alternative arrangements regarding the Debt securities, which are largely similar to those originally proposed under the Repurchase and the request for consent (the “Alternative arrangements”).

Mandalay has notified that the GEL has so far received unanimous support from the holders of the Debt securities, in relation to the Alternative arrangements. Mandalay will provide a further update on the Alternative arrangements, when the GEL has set, whether they will be implemented.

For more information:

Mark Sander

President and Chief Executive Officer

Greg DiTomaso

Director of Investor Relations



About Mandalay Resources Corporation:

Mandalay Resources is a canadian company that works with natural resources and has production assets in Australia, Sweden and the production as well as exploration projects in Chile. The company is focused on an acquisition strategy and to generate the necessary volume by adding projects, which are in a far developed stage or already in production in the gold, copper, silver and antimony in Australia, America and Europe to create short-term cash flow and value for shareholders.

Forward-looking statements:

This news release contains “forward-looking statements” with the meaning as found in applicable securities laws. These include statements regarding the Company’s production of gold, silver and antimony for the fiscal year 2017. Readers are warned not to put too much weight on, or have trust in forward-looking statements. Actual developments and results may differ significantly from the assessments made in these statements, which, among other things, may be due to changes in commodity prices and general economic and market conditions. The factors mentioned above is not intended to constitute a complete list of the factors that could affect Mandalay. A description of additional risks, which could lead to the actual development and results differ from the estimates made in the forward-looking statements in this press release, are contained under the heading “Risk Factors” in the mayor of mandalay annual report form dated 31 march 2017, which is available on the mayor of mandalay’s profile at In addition, it can never be guaranteed that the supposed assets, which are detected on the basis of additional drilling, will be upgraded to proven or probable reserves. Although Mandalay has sought to identify important factors that could cause actual actions, events or results to differ materially from those described in the forward-looking statements, there may be other factors that could cause actions, events or results not be as anticipated, estimated or intended. There is no guarantee that the forward-looking statements will be realised, as actual results and future events could differ materially from those predicted in these statements. Therefore, readers should not place too much emphasis on or have trust in forward-looking statements.

Appendix “A”


12 may 2017


It is hereby notified that the Meeting of the Holders of the Debt securities, convened by Gold Exchangeable Limited (the”Issuer”) in respect of its 60 000 000 USD 5,875% Secured exchangeable bonds due 2019 (the”Debt securities”) (ISIN: XS1061459381), by notice dated 19 april 2017, as announced holders of the Debentures (“Holders of debentures”) through the clearing system, has been postponed indefinitely at the Publisher’s request.

Hereby will also be notified to the Publisher återköpserbjudande relating to the Debt securities, which was made according to the terms and conditions of the memorandum relating to the repurchase and the request for consent dated april 19, 2017 (with amendments of april 27, 2017), (‘Memorandum in respect of the repurchase and the request for consent”), which has been withdrawn by the Publisher. In this announcement, terms in capital letters has the same meaning as those given in the memorandum for the repurchase and the request for consent.

The publisher has initiated discussions with the Holders of the Debt securities in respect of alternative arrangements regarding the Debt securities, which are largely similar to those originally contained in the Proposal. The issuer intends to implement these arrangements as soon as possible, and has so far scored a unanimous indication of support from the Holders of the Debentures relating to these arrangements (provided that all the necessary documentation is complete).

Given the intention to change the terms and Conditions in a similar way as those in the Proposal, will the Publisher not to meet the requirements of Condition 3.2 of the Debentures to register the Guldandelar (as defined in the Conditions) in allowance holding accounts (as defined in the Conditions) on may 14, 2017.

Unless a Holder of Debt securities has sent an Electronic Instruction before the Last deadline, he may request the relevant clearing system, lifting the latch of the Debt securities from the holder’s account.

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