Calgary, Alberta, August 3, 2007 — Brookfield Bridge Lending Fund Inc. (the "Fund") announced that WaveForm Energy Ltd. ("WaveForm") has issued the Fund, by way of private placement, a $9 million aggregate principal amount variable rate secured convertible redeemable debenture (the "Debenture"). The Debenture is convertible, in whole or in part, into an aggregate of 81,818,181 Class A common shares of WaveForm ("WaveForm Shares") at a price of $0.11 per WaveForm Share, subject to the restrictions described below. The Debenture is not being distributed for cash, but is being issued to the Fund for the purposes of refinancing the existing credit facility extended to WaveForm by the Fund.
The Debenture matures on July 30, 2009 (the "Maturity Date"). The Debenture bears interest at a variable rate equal to the Canadian Imperial Bank of Commerce prime rate plus 2% per annum payable on the last business day of each month in each year commencing August 31, 2007. The Debenture is redeemable by WaveForm at any time prior to the Maturity Date at a price of 108% of the aggregate principal amount owing under the Debenture from time to time.
A holder of the Debenture shall not be entitled to exercise the right to convert such amount of Debenture that, if exercised, together with all existing voting securities then held by such holder and any of its affiliates, would result in such holder holding 20% or more of the then issued and outstanding voting securities of Waveform, provided that:
- the foregoing shall not apply if shareholders of Waveform approve such conversion (the “Shareholder Approval”) in the upcoming annual shareholder meeting (the “Meeting”) scheduled to be held on August 29, 2007; or
- a holder shall have the right to convert all of the Debenture for tender pursuant to an Approved Transaction, which includes any take-over bid (as defined in the Securities Act (Alberta)), arrangement, business combination, merger, amalgamation or any other transaction involving the acquisition of Waveform Shares and/or securities convertible into, exercisable for or carrying the right to purchase Waveform Shares, as a result of which a person, group of persons or persons acting jointly or in concert, or persons associated or affiliated with any such person, group of persons or any of such persons would beneficially own shares which would entitle them to cast more than 50% of the votes attaching to all shares in the capital of Waveform.
If the Shareholder Approval is not obtained at the Meeting or August 31, 2007, whichever comes first, the portion of the Debenture which can not be converted into WaveForm Shares will be converted automatically into interests in a new secured loan facility.
Assuming conversion of the entire Debenture, the Fund would acquire 81,818,181 WaveForm Shares representing approximately 49.9% of the then issued and outstanding WaveForm Shares on the date of issuance of the Debenture. The Fund currently holds 8,500,000 share purchase warrants to acquire 8,500,000 WaveForm Shares; it does not currently hold any Waveform Shares.
The Fund may in the future take such actions in respect of its holdings as it may deem appropriate in light of the circumstances then existing, including the purchase of additional securities of WaveForm through open market purchases or privately negotiated transactions, or the sale of all or a portion of its holdings in the open market or in privately negotiated transactions to one or more purchasers.
About Brookfield Bridge Lending Fund Inc.
Brookfield Bridge Lending Fund Inc. is dedicated to financing corporations and real estate portfolios in Canada and the U.S., offering tailored solutions to companies in need of interim capital. Through co-investment with our institutional investors, we are able to execute individual transactions of up to $1 billion without syndication conditions or market flex. The Fund is managed by Brookfield Asset Management Inc.
Contact
For additional information, or for a copy of the early warning report filed in respect of the above transaction, please contact:
Jim Reid
Brookfield Bridge Lending Fund Inc..
Suite 1700, 335-8th Avenue SW, Calgary, Alberta, T2P 1C9
Tel: 403-770-7215
Email: jreid@brookfield.com
NOTE: This statements in this press release concerning our future intentions regarding the Fund’s investment in WaveForm Energy Inc. convertible debentures may contain forward-looking information and other “forward-looking statements”, within the meaning of certain securities laws including Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995 and in any applicable Canadian securities regulations. We may make such statements in this release, in other filings with Canadian regulators or the SEC or in other communications. The reader should not place undue reliance on forward-looking statements and information because they involve known and unknown risks, uncertainties and other factors.
When relying on our forward looking statements to make decisions with respect to Brookfield Asset Management Inc., investors and others should carefully consider the risks and factors detailed from time to time in the company’s form 40-F filed with the Securities and Exchange Commission as well as other documents filed by the company with the securities regulators in Canada and the United States including in the Annual Information Form under the heading “Business Environment and Risks” and other uncertainties and potential events. The company undertakes no obligation to publicly update or revise any forward-looking statements or information, whether written or oral, that may be as a result of new information, future events or otherwise.
