Early Warning Report Filed Pursuant to National Instrument 62-103
FOR IMMEDIATE RELEASE
December 11, 2017
TSX: WPM
NYSE: WPM
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES
EARLY WARNING REPORT FILED PURSUANT TO NATIONAL INSTRUMENT 62-103
Vancouver – Wheaton Precious Metals Corp. (“Wheaton ” or the “Company”), announced
today that it acquired 6,153,846 subscription receipts (the “Subscription Receipts”) of Desert
Star Holdings Corp., a wholly owned subsidiary of Desert Star Resources Ltd. (“Desert Star”),
at a price of C$0.65 per Subscription Receipt, for total consideration of C$3,999,999.90 (the
“Subscription Amount”), pursuant to a private placement offering of 22,498,807 Subscription
Receipts (the “Private Placement”).
The Subscription Receipts will automatically conver t upon satisfaction of certain escrow
release conditions (the “Escrow Release Conditions” ). The Escrow Release Conditions
include, but are not limited to: (i) the completion of all conditions precedent to the acquisition
by Desert Star of the Kutcho Project in northwest B ritish Columbia, Canada (the “Kutcho
Project”) from Capstone Mining Corp. (the “Kutcho Acquisition”), (ii) Desert Star entering into
a subordinated secured convertible term debt loan a greement (the “Convertible Note”) with
Wheaton, as lender, in the initial principal amount of C$20,000,000 (the principal amount
outstanding from time to time, the “Principal Amoun t”), and (iii) Desert Star and Wheaton
entering into a definitive Early Deposit Precious Metals Purchase Agreement (“PMPA”) under
which Wheaton will, among other things, pay Desert Star over time cash consideration
totaling US$65 million for up to 100% of the payable silver production and up to 100% of the
payable gold production from the Kutcho Project.
Prior to the completion of the Private Placement, Wheaton held no securities of Desert Star.
Immediately following the Private Placement, Wheato n acquired 6,153,846 Subscription
Receipts which, upon satisfaction of the Escrow Rel ease Conditions and following a series
of transactions, will be automatically converted into units of Desert Star (“Units”) comprising:
(i) 6,153,846 common shares of Desert Star (“Common Shares”), representing approximately
14.8% of Desert Star’s Common Shares currently issued and outstanding on such undiluted
basis (assuming conversion of all Subscription Receipts), and (ii) Common Share purchase
warrants entitling Wheaton to purchase a further 3,076,923 Common Shares (the “Warrants”)
at a price per Common Share of C$1.00 for a period of 36 months following the date of the
closing of the Private Placement. In the event that the Warrants are exercised in full by
Wheaton, it will have acquired 9,230,769 Common Sha res in connection with the Private
Placement, representing approximately 20.7% of Dese rt Star’s Common Shares currently
issued and outstanding on such partially diluted ba sis (assuming conversion of all
Subscription Receipts).
The Subscription Receipts purchased by Wheaton were purchased and are presently being
held only for investment purposes. Wheaton may from time to time in the future increase or
decrease its ownership, control or direction over t he Common Shares or other securities of
Desert Star, through market transactions, private agreements or otherwise. In the event that
the Escrow Release Conditions are not satisfied wit hin the prescribed timeframe, the
- 2 -
Subscription Amount will be returned to Wheaton, th e Subscription Receipts will terminate,
and no Units will be issued.
Upon the satisfaction of the Escrow Release Conditi ons, Wheaton will hold the Convertible
Note. Under the terms of the Convertible Note, the Principal Amount is convertible into
Common Shares at the option of Wheaton at any time and from time to time prior to the
maturity of the Convertible Note and otherwise in accordance with its terms, at a conversion
price equal to C$0.8125 of Principal Amount per Common Share (and at the then-prevailing
market price per Common Share for any portion of th e Principal Amount which represents
interest in accordance with the terms of the Conver tible Note). Wheaton will have the right,
but not the obligation, to acquire approximately 24 ,615,384 Common Shares in connection
with the exercise of the above-described conversion right. After giving effect to the automatic
conversion of the Subscription Receipts and the exe rcise of all Warrants received by
Wheaton in connection therewith, and assuming the conversion of the entire initial Principal
Amount of the Convertible Note to Common Shares (with no portion of the Principal Amount
consisting of converted interest), Wheaton would ho ld, in aggregate, approximately 49% of
Desert Star’s Common Shares currently issued and ou tstanding on such partially diluted
basis (approximately 40% on a fully diluted basis).
The details of the Kutcho Acquisition, PMPA, Conver tible Note and Private Placement are
disclosed in press releases of Desert Star dated Ju ne 15, 2017, August 10, 2017, October
31, 2017, November 2, 2017, and December 8, 2017, c opies of which have been
electronically filed by Desert Star with applicable Canadian securities regulators and are
available for viewing on the SEDAR profile of Desert Star at www.sedar.com.
Wheaton is continued under the laws of Ontario and Wheaton’s head office is located at 3500
– 1021 West Hastings Street, Vancouver, British Columbia, V6E 0C3 and its registered office
is located at Suite 2100, 40 King Street West, Toronto, Ontario, M5H 3C2. Desert Star’s head
office is located at 717, 1030 West Georgia Street, Vancouver, British Columbia, V6E 2Y3.
A copy of the Early Warning Report to which this press release relates can be obtained from
Wheaton, at 1-844-288-9878 or [email protected] or on the SEDAR profile of Desert
Star at www.sedar.com.
CAUTIONARY NOTE REGARDING FORWARD LOOKING-STATEMENTS
The information contained herein contains “forward- looking statements” within the meaning
of the United States Private Securities Litigation Reform Act of 1995 and “forward-looking
information” within the meaning of applicable Canad ian securities legislation. Forward-
looking statements, which are all statements other than statements of historical fact, include,
but are not limited to the satisfaction of the Escr ow Release Conditions, the automatic
conversion of the Subscription Receipts, the concur rent closing of the transactions
referenced herein and payments to be made by Wheaton to Desert Star under the PMPA.
Generally, these forward-looking statements can be identified by the use of forward-looking
terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”,
“scheduled”, “estimates”, “forecasts”, “projects”, “intends”, “anticipates” or “does not
anticipate”, “believes”, “potential”, or variations of such words and phrases or statements that
certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or
“be achieved”. Forward-looking statements are subje ct to known and unknown risks,
uncertainties and other factors that may cause the actual results, level of activity,
performance or achievements of the Company to be materially different from those expressed
or implied by such forward-looking statements.
- 3 -
Forward-looking statements are based on assumptions management currently believes to be
reasonable, including but not limited to, the satis faction of the Escrow Release Conditions,
the automatic conversion of the Subscription Receip ts, the concurrent closing of the
transactions referenced herein and the payments by Wheaton to Desert Star in accordance
with the PMPA.
Although the Company has attempted to identify impo rtant factors that could cause actual
results, level of activity, performance or achievem ents to differ materially from those
contained in forward-looking statements, there may be other factors that cause results, level
of activity, performance or achievements not to be as anticipated, estimated or intended.
There can be no assurance that forward-looking stat ements will prove to be accurate and
even if events or results described in the forward- looking statements are realized or
substantially realized, there can be no assurance t hat they will have the expected
consequences to, or effects on, the Company. Accordingly, readers should not place undue
reliance on forward-looking statements and are caut ioned that actual outcomes may vary.
The forward-looking statements included herein are for the purpose of providing investors
with information to assist them in understanding th e Company’s expected financial and
operational performance and may not be appropriate for other purposes. Any forward looking
statement speaks only as of the date on which it is made. The Company does not undertake
to update any forward-looking statements that are i ncluded or incorporated by reference
herein, except in accordance with applicable securities laws.
For further information, please contact:
Patrick Drouin
Senior Vice President, Investor Relations
Wheaton Precious Metals Corp.
Tel: 1-844-288-9878
Email: [email protected]
Website: www.wheatonpm.com