JERSEY, Channel Islands, Aug. 29, 2019 /CNW/ - Appian Natural Resources Fund, L.P., Appian Natural Resources (UST) Fund, L.P. and Appian Natural Resources Fund (NV), L.P. (together, "Appian"), through their wholly-owned subsidiary ANR Investments B.V., yesterday entered into an agreement (the "Agreement") with Harte Gold Corp. ("Harte" or the "Company") which will govern various changes to management and the board of directors of Harte (the "Board"), with the aim of enhancing the management and Board renewal process being undertaken by the Company.
As per the terms of the Agreement, the Nominating, Compensation and Governance Committee (the "Governance Committee") has been reconstituted by the Board and will make recommendations on the selection of management and Board candidates that will best serve the Company to achieve operational success and grow the Company's profile in the capital markets. The Governance Committee will be chaired by Michael W. Scherb, an Appian appointee to the Board.
The President and Chief Executive Officer of Harte, Stephen G. Roman has agreed to step down and will serve in an Interim Chief Executive Officer capacity, pending the appointment of a permanent President and Chief Executive Officer no later than October 28, 2019. Mr. Roman will continue to serve the Company as non-executive Chairman of the Board.
Under the terms of the Agreement, the parties have agreed to transition the Board as follows:
- Existing directors Stephen G. Roman (Chairman), Richard H. Sutcliffe, Michael W. Scherb and Geoffrey Cohen will continue to serve on the Board.
- Two new independent directors will be appointed, one of whom will be qualified to assume the position of Chair of the Audit Committee and be a member of the Governance Committee.
- The new Chief Executive Officer will be appointed to the Board;
- Fergus Kerr and Richard Faucher have agreed to resign in due course to allow for Board renewal.
Additionally, Appian and Mr. Roman have agreed to broad standstill provisions that will remain in place, subject to certain conditions, until December 31, 2020.
Under the terms of the agreement with Appian and pursuant to Appian's participation rights in respect of certain prior option issuances, the Company has agreed to issue to Appian 3,950,000 warrants to purchase common shares of the Company at an exercise price of $0.35 per common share, expiring on August 28, 2022 (the "New Warrants"). The issuance of the New Warrants remains subject to TSX approval.
Prior to the completion of the transactions described above, Appian owned and had control and direction over (i) 165,497,991 common shares of Harte representing approximately 25.3% of the outstanding common shares of Harte, (ii) warrants expiring on May 11, 2023 to acquire 4,000,000 common shares of Harte at a price of Cdn$0.51 per common share, (iii) warrants expiring on May 11, 2023 to acquire 2,000,000 common shares of Harte at a price of Cdn$0.50 per common share and (iv) warrants expiring on June 11, 2024 to acquire 5,000,000 common shares of Harte at a price of Cdn$0.27 per common share.
Following the issuance of the New Warrants, assuming the exercise of all of its warrants, Appian would own an aggregate of 180,447,991 common shares of Harte (representing a further increase of approximately 1.7% to 27.0% of the outstanding common shares of Harte).
Appian acquired the New Warrants for investment purposes. Appian has a long-term view of its investment in Harte. Depending on the development of Harte's business, financial condition, the market for Harte's securities, general economic conditions and other factors, and subject to the agreed standstill, Appian may acquire additional securities of Harte, or sell all or some of the securities it holds, in the open market, by private agreement or otherwise.
About Appian Natural Resources Fund
Appian Natural Resources Fund is a metals and mining private equity fund providing long-term capital to both private and public mining companies. The advisor to Appian Natural Resources Fund, Appian Capital Advisory LLP, is a leading investment advisor in the metals and mining industry, with worldwide experience across South America, North America and Africa and a track record of successfully supporting companies achieve their development targets.
The head office of Harte is located at 8 King Street East, Suite 1700, Toronto, Ontario, Canada M5C 1B5. The common shares of Harte are listed on the Toronto Stock Exchange.
An early warning report will be filed by Appian in accordance with applicable securities laws and will be available under Harte's profile on the SEDAR website at www.sedar.com.
The head office of Appian is located at 47 Esplanade, St Helier, Jersey, Channel Islands JE1 0BD.