NOT FOR DISSEMINATION IN THE UNITED STATES OR OVER THE UNITED STATES NEWSWIRE SERVICES.VANCOUVER, British Columbia, Sept. 02, 2020 (GLOBE NEWSWIRE) — Western Pacific Trust Company (TSX-V:WP) (the “Company” or “Western Pacific”) is pleased to announce a private placement (the “Offering”) of 61,350 Series II Preferred Shares at a price of $10 per share for gross proceeds of $613,500. The Company intends to use the proceeds of the Offering to redeem 61,350 Series I Preferred shares.The Company’s authorized share capital is comprised of 100,000,000 common shares (the “Common Shares”) and 100,000,000 preferred shares, which consists of Series I Preferred Shares and Series II Preferred Shares (together, the “Preferred Shares”). The Series I Preferred Shares have an issue value of $10.00 (the “Redemption Amount”) and are subject to special rights and restrictions in addition to those assigned to all preferred shares, which include the right of the holder to receive quarterly non-cumulative dividends at a fixed rate of 5% per annum of the Redemption Amount, the right of the Company to redeem the Series I Preferred Shares at any time after the third anniversary of the date of issue of the Series I Preferred Shares and the right of the holder to require the Company to redeem the Series I Preferred Shares at any time after the third anniversary of the date of issue of the Series I Preferred Shares unless the Company defaults on its obligation to pay dividends to the holder, in which case the holder’s right of retraction will become exercisable upon such default. Holders of Series I Preferred Shares are not entitled to receive notice of, attend or vote at any general meeting of the shareholders of the Company. The Series I Preferred Shares may not be sold, transferred or otherwise disposed of without the consent of the board of directors of the Company, and the board of directors is not required to give any reason for refusing to consent to any such sale, transfer of other disposition. The Series I Preferred Shares are not listed for trading on the TSX Venture Exchange or on any other stock exchange or quotation board and are not convertible into listed shares of the Company.The Series II Preferred Shares are subject to special rights and restrictions in addition to those assigned to all Preferred Shares under the articles of the Company, which include the right of the holder to receive quarterly non-cumulative dividends at a fixed rate of 5% of the Issue Price per annum. Under the articles of the Company, the Company has the right to redeem the Series II Preferred Shares at any time on 30 days’ notice (the “Redemption Period”), and at any time prior to the expiry of the Redemption Period, each holder of the Series II Preferred Shares shall have the right (the “Conversion Right”) to convert the Series II shares into Common Shares at a conversion ratio equal to the Issue Price divided by the conversion price of $0.15 per Common Share, subject to adjustment. The effective conversion ratio in relation to such Conversion Right is 66.67 Common Shares per Series II Preferred Share. The Conversion Right will be available to the holder for 5 years from the date of issuance of the Series II Preferred Shares issued in connection with the Offering.The Company has the right to convert all of the outstanding Series II Preferred Shares into Common Shares in the event the closing price of the Common Shares on the Exchange (or such other stock exchange on which the Company’s Common Shares are then listed for trading) is greater than $0.30 (subject to adjustment) for a period of 30 consecutive trading days. Holders of Series II Preferred Shares are not entitled to receive notice of, attend or vote at any general meeting of the shareholders of the Company. The Series II Preferred Shares may not be sold, transferred or otherwise disposed of without the consent of the board of directors of the Company, and the board of directors is not required to give any reason for refusing to consent to any such sale, transfer or other disposition. The Series II Preferred Shares are not listed for trading on the Exchange or on any other stock exchange or quotation board, but are convertible into Common Shares, which are listed on the Exchange. Certain insiders, including directors and officers, of the Company are expected to directly or indirectly acquire Series II Preferred Shares under the Offering. Such participation would be considered to be a “related party transaction” as defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company expects to rely on exemptions from the formal valuation requirements and minority shareholder approval requirements of MI 61-101 based on section 5.5(b) (Exemptions from Formal Valuation Requirement – Issuer Not Listed on Specific Markets) and section 5.7(b) (Exemptions from Minority Approval Requirement – Fair Market Value Not More Than $2,500,000) of MI 61-101.All of the Series II Preferred Shares to be issued by the Company in connection with the Offering will be subject to a hold period, which expires four months and a day after the closing of the Offering, and the Series II Preferred Shares may not be converted during the hold period. In addition, the Series II Preferred Shares may not be sold, transferred or otherwise disposed of without the consent of the board of directors of the Company, and the board of directors is not required to give any reason for refusing to consent to any such sale, transfer of other disposition.The closing of the Offering is subject to approval from the Exchange. This news release is not an offer of securities for sale in the Unites States. The described securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sole in the United States absent registration or an applicable exemption from registration. This press release shall not constitute an offer to sell or solicitation of an offer to buy nor shall there by any sale of the above described securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.About Western Pacific Trust CompanyWestern Pacific Trust Company is a non-deposit taking financial institution. Western Pacific is licensed under the Financial Institutions Act in British Columbia, and is also registered extra-provincially in Alberta, as a non-deposit taking Trust Company.For further information, please contact Alison Alfer, President at:
Tel: (604) 683-0455
Fax: (604) 669-6978On Behalf of the Board,
WESTERN PACIFIC TRUST COMPANY
/s/ Alison Alfer
ALISON ALFER
President and CEOThis news release contains forward-looking statements and forward-looking information, which are based on information currently available to the Company, and the Company provides no assurance that actual results will meet management’s expectations. Forward-looking information includes estimates and statements that describe the Company’s future plans, objectives or goals, including words to the effect that the Company or management expects a stated condition or result to occur. 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.
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