(TSXV – “WMK”) announces proposed rights offering and release of third quarter financial results and provides update on Board and interim financing. Whitemud is pleased to announce that its Board of Directors has authorized the Company to take
WHITEMUD RESOURCES INC.
NEWS RELEASE
November 29, 2023
Calgary, November 2 9, 2023 – Whitemud Resources Inc. (“Whitemud” or the “Company” )
(TSXV – “WMK”) announces proposed rights offering and release of third quarter financial
results and provides update on Board and interim financing.
Whitemud is pleased to announce that its Board of Directors has authorized the Company to take
the necessary steps to undertake a proposed offering (the “Offering”) of rights (the “Rights”) that
will entitle holders of common shares (“Common Shares”) of the Company on the applicable
record date to purchase up to Cdn$10 million aggregate principal amount of unsecured
subordinated debentures of the Company (the “Debentures”). The Debentures will have a
maturity date five years after issuance thereof and will bear interest at a rate of 8.5% per annum.
Interest will be payable quarterly in arrears in equal installments. It is expected that, as a loan
bonus, debenture holders will each be issued one warrant (“Warrant”) for each dollar of
Debenture held. The Company will issue up to a maximum of ten million Warrants. The Warrants
will (i) have an exercise price equal to the then current Market Price of the common shares; (ii)
entitle the holder to receive one common share on exercise; (iii) have a term of five years; and (iv)
be non-transferable. Pursuant to TSXV policy, the term of the Warrants may be shortened on
early repayment of all or a portion of the indebtedness under the Debentures.
The Offering is still subject to TSXV approval. The Company intends to announce pricing and
more detailed terms concurrently with the filing of a preliminary prospectus.
SAM Holdings Ltd. (“SAM”), a 44% shareholder of the Company has advised the Company that
it intends to subscribe for its proportionate share of the Rights. Should subscriptions fall below
the maximum available, SAM will subscribe for its proportionate share of the Rights actually
issued by the Company.
The Company expects to qualify the Debentures and Warrants by the filing of a short form
prospectus and the current intention of the Company is to file a preliminary prospectus with
respect to the Offering in Q1, 2024.
The Offering will be used to fund a previously announced capital program for $7 million to
reconfigure its kaolin calcination process at its Wood Mountain facility, which includes amounts
drawn against a previously announced interim loan (the “Loan”) of up to $7 million by SAM
Holdings Ltd., the Company’s major shareholder, which loan is at 5% interest per annum, secured
by a general security agreement and to be drawn down as required. The Loan and the terms of the
Offering are subject to TSXV approval.
The Company also announces that it has released its financial statements and Management
Discussion and Analysis for the third quarter ended September 30, 2023.
Whitemud is also pleased to announce recent changes to its board of directors. The board is now
comprised of Stan Owerko, Vince Davoli, Randy Findlay, Stanley Odut and Kelly Soucy. The
board has established an Audit Committee comprised of Messrs. Findlay, Odut and Soucy, a
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Compensation, Human Resources and Health Safety and Environment Committee comprised of
Messrs. Davoli, Odut, Findlay and Owerko and a Governance Committee comprised of Messrs,
Findlay, Davoli and Soucy.
About Whitemud Resources Inc.
Whitemud is a Canadian-based corporation holding mineral rights to exploit a large kaolin deposit
in southern Saskat chewan, to gether with a processing facility located on the property.
Whitemud’s pr oduct, Whitemud (MK) is a cement -grade metakaolin tha t enhances the
performance of cement for oil and gas wells and constru ction applic ations. The Company ’s
capital budget and upgraded calcining process minimizes environmental impact.
Midstream Energy Partners, a division of W hitemud Resources Inc. formed in 2015, engages in
the business of commodity marketing and logistics.
This press release does not constitute an offer to sell, or the s olicitation of an offer to buy,
any securities of the Company.
Reader Advisory
This news release contains forwar d-looking statements, within th e m eaning of applicable
securities legislation, concerning Whitemud’s bus iness and affairs. In certain cases, forward -
looking statements can be identified by the use of words such as ‘‘attempts’’, ‘ ‘intends’’,
“continues”, “plans” or variations of such w ords and phrases or state that certain actions, events
or results ‘‘may’’, ‘‘could’’, ‘‘would’’, ‘‘might’’ or ‘‘will be taken’’, ‘‘occur’’ or ‘‘be achieved’’.
These statement s involve known and unk nown r isks, uncertainties an d other factors that may
cause actual results or events to differ ma terially from those anticipated i n such forwa rd-looking
statements. Although Whitemud believes these statements to be reasona ble, no assurance can be
given that these expectations will prove to be correct and such for ward-looking statements
included in th is news release should not be und uly relied u pon. Such statements includ e
statements with respect to the feasibility of designing a full scale production flash calciner and the
resulting energy efficiency, lower carbon emissions and greater competitiveness in the
marketplace, the statement that the financi ng being provided is inter im implyi ng replacement
financing in the future . Actual resu lts could differ materia lly from those anticipated in these
forward-looking statements. The technology may not be suffi ciently developed to design the full
scale production flash calciner or such development may not be economical. If developed, such
flash calciner may not achieve the anticipated energy efficiency or reduced carbon emissions. The
product’s competitiveness in the marketplace may not be improv ed. The Loan may not receive
TSXV approval. The Pro posed Offering may not receive the requ isite regulatory approval and
may no t r aise sufficient funds to achieve its goals. Results could be impacted by prevailing
economic conditions and other factors, many of which are beyond the control of Whitemud. The
forward-looking statements contained in this news r elease represent Whitemud’s expectations as
of the date hereof and are subject to change after such date. Whitemud disclaims any intention or
obligation to update or revise an y forward -looking statements wh ether as a result of new
information, f uture events or otherwise , except as may be required by applicable securities
regulations.
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For further information, please contact:
Whitemud Resources Inc.
General Inquiries
Suite 900, 332 - 6th Avenue SW
Calgary, Alberta T2P 0B2
Attention: Stan Owerko: 403-200-5253
Neither the TS XV nor its Regulation Services Provider (as that term is de fined in the
policies of the TSX Venture Exchange ) accepts responsibility for the adequacy or accuracy
of this release.
Not for distribution to United States Newswire Services or for dissemination in the United
States.