Quintana WRP Holding Company LLC - Early Warning Press Release

HOUSTON, Jan. 7, 2015 /CNW/ - This press release is being disseminated by Quintana WRP Holding Company LLC (the "Company") at the address of c/o Quintana Minerals Corporation, 601 Jefferson Street, Suite 3600, Houston, Texas 77002, United States as required by National Instrument 62-103 – The Early Warning System and Related Take Over Bids and Insider Reporting Issues.

On January 5, 2015, Western Pacific Resources Corp. (the "Issuer") issued to the Company a USD$355,000 principal amount unsecured convertible note maturing on January 5, 2018 (the "First Unsecured Convertible Note").  The Issuer received USD$355,000 (CND$418,438.50)¹ from the Company in consideration for the First Unsecured Convertible Note.

In connection with the issuance of the First Unsecured Convertible Note, the Issuer and the Company entered into a Convertible Note Agreement dated January 5, 2015 which provides the Company with the right to purchase a second unsecured convertible note in the principal amount of USD$295,000 (the "Second Unsecured Convertible Note", and together with the First Unsecured Convertible Note, the "Notes") from the Issuer on or prior to February 1, 2015 upon payment to the Issuer of USD$295,000 (CND$347,716.50).¹ 

The principal amount of each of the Notes is, at the option of the Company convertible in whole or in part into common shares of the Issuer ("Common Shares") at a price of CND$0.1215 per Common Share.  The Issuer also has the option, in lieu of a cash payment, to convert all or part of any accrued interest on the Notes into Common Shares at a price equal to the greater of (a) CND$0.1215 per Common Share and (b) the closing price of the Common Shares on the TSX Venture Exchange on the trading day immediately preceding the date of conversion. 

Should the Company elect to convert the full principal amount of each of the Notes into Common Share as of the date hereof, the Company would acquire 6,305,802 Common Shares.¹  Assuming conversion of the whole principal amount of both Notes, and conversion of all other securities of the Issuer held by the Company, on the date hereof, the Company would hold 93,953,089 Common Shares, or 71.1% of the issued and outstanding Common Shares.¹

In addition, the Company has the option to convert USD$123,750 of the principal amount of the First Unsecured Convertible Note into a net smelter royalty ("NSR") equal to 0.1375% and USD$101.250 of the principal amount of the Second Unsecured Convertible Note, if purchased, into a NSR equal to 0.1125%.  The NSR is to be calculated based on all metal and minerals, if any, produced from the Issuer's Deer Trail Project.  The Company also has various other contractual rights, including the right to demand repayment of the Notes in certain circumstances and, if required, take enforcement action in relation thereto.

In addition, pursuant to an investment agreement between the Company and the Issuer dated December 10, 2013, as amended, the Company has, among other things, the right to acquire additional securities so as to maintain its proportional equity interest in the Issuer. 

Depending upon its assessment of the Issuer's business, prospects and financial condition, the market for the Common Shares and other factors, the Company may acquire additional securities of the Issuer, or it may sell some or all of the securities it holds.

The First Unsecured Convertible Note was, and, if purchased, the Second Unsecured Convertible Note will be, issued to the Company directly from the Issuer. 

The Company is an accredited investor as such term is defined in National Instrument 45-106 - Prospectus and Registration Exemptions and has relied on the exemption from the prospectus requirement under securities legislation provided in Section 2.3 of National Instrument 45-106 - Prospectus and Registration Exemptions.

The Company is an indirect wholly owned subsidiary of Quintana Metals Holding Company, LLC.  Quintana Metals Holding Company, LLC is ultimately controlled by Corbin Robertson Jr.

An early warning report in respect of the above transactions will be filed with the relevant Canadian securities regulatory authorities.  Copies of such reports may be obtained from SEDAR at www.sedar.com or by contacting Oliver Rodz at (713) 751-7500.

About Quintana Minerals Corporation

Quintana Minerals Corporation ("QMC") is the management company for a portfolio of energy and natural resources-based private and publicly-traded companies controlled and/or operated by the Corbin J. Robertson Jr. family. The company was formed in 1963 as a division of Quintana Petroleum Corp. and has actively developed and operated precious and industrial metals/minerals projects throughout the Americas. The following are examples of a few of the group's ongoing ventures: Great Northern Properties L.P., a private company that holds over 22 billion tons of coal reserves throughout the US; Corsa Coal Corp., a publicly traded junior mining company (TSXV: CSO); Quintana Energy Partners, L.P., an energy-focused private equity fund; and Quintana Shipping Ltd., the group's 2nd dry bulk shipping venture.

SOURCE Quintana WRP Holding Company LLC