Offering Memorandum -

The one thing missing from the pro-forma insolvency and the company proposal under the bankruptcy and insolvency act is their effective date for emergence from the bankruptcy process. The more I looked into it, the more I realized what was missing was the effective date for emergence.

They have also post-BIA applied for a voluntary submission to be a non-reporting issuer. This is not what you would expect exactly, as a step you would take in emergence from the bankruptcy process.

http://bit.ly/2cZ45mr

The one thing not mentioned in the voluntary application for non-reporting status, is that the company closed the defeaseance irrevocability trust and remains an issuer, which means that the company remains a going concern. The final payment of $115m. was paid to PROCON, paid in full as were all of the secured and unsecured creditors.

What this positions the company for is to issue an Offering Memorandum. A qualifying issuer with a non-reporting status would resort to an offering memorandum, perhaps, rather than an IPO. This gives the company the prospectus exemptions they need to offer more shares in the company.

http://bit.ly/2ddArLR

Given the facts and the prospectus exemptions, the company could very well now be a private issuer.

http://bit.ly/2cZ5J7d

The new offering memorandum allowed under Canadian securities law permits a wider audience for a capital raise, and allows the company to solicit funds without publicly filing a prospectus. That means that newly solicited investors in securities of Golden Band, if they're not changing names and are not to IPO under a new symbol, are getting first crack at the privately available shares with all of the available information that has not yet been disclosed publicly. Note that the auspicious date of the adoption of the new securities regulation is April 30, 2016, when the company already had a notice to default.

http://bit.ly/2cuJ4kt

What you might expect since the company has adopted IFRS is that they would follow the PWC accounting manual to the letter. You might imagine my surprise when I stumbled across the following quote, when I had been hammering away on this subject:

"

"

http://pwc.to/2cB3sib

I had been discussing pro-forma this and pro-forma that until I was blue in the face.

The company, since it continues to be a going concern, and remains an issuer might not be required to have a fresh start. But this further example might give some clue to the impending capital structure of the company post-emergence, that the existing shareholders hold 50% of the interest in the company(in preferred shares) and the new shareholders would hold 50% interest in the company in common shares.

http://pwc.to/2cZ8OED

In the meantime existing shareholders hold their shares in a de facto escrow listed under GBRIF, and priced as a single option.(like PROCON) PROCON has to now 'put' the outstanding amount, some ~$750m. back to Golden Band, and this would presumably be done once the private issuance of shares is concluded.

They have, after all followed PWC's accounting manual under IFRS to the letter so far. So presumably the company is privately issuing shares as par of the emergence from thei pro-forma insolvency.

-F6