The Company has arranged a $200,000 convertible debenture private placement (the “Financing”), the proceeds of which will be used for general working capital purposes. The Financing is subject to acceptance by the TSX Venture Exchange (the “Exchange”).
Under the Financing, the Company proposes to issue up to $200,000 in total principal of unsecured transferable convertible debentures (the “Debentures”) of the Company.
The Debentures will mature two years from the date of issuance and bear interest at a rate of 12% per annum paid annually in arrears.
Pursuant to the terms of the Debentures, and subject to adjustment, the subscribers may, for a period of two years after the date the Debenture is issued, convert all or any part of: (i) the principal amount outstanding under the Debentures into units of the Issuer (each a “Unit”) at a price of $0.05 per Unit; and/or (ii) subject to Exchange acceptance, the interest that has accrued on the principal amount outstanding under the Debentures into Units at a price per Unit which equals the ‘Market Price’(as that term is set out in the policies of the Exchange), but not less than $0.15, at the time the accrued interest becomes payable: and/or (iii) if the Market Price of the Issuers shares trade above $0.25 for ten consecutive days, then the Issuer may force the holder of the Debentures to convert its principle and accrued interest into Units at a price of $0.25 per Unit.
Each Unit will be comprised of one common share in the capital of the Issuer (a “Unit Share”) and one half transferable common share purchase warrant of the Issuer (a “Warrant”). Each whole Warrant will entitle the holder thereof to purchase one additional post-consolidated common share of the Issuer (a “Warrant Share”) at any time on or before 4:00 p.m. (Vancouver time) on the date that is two (2) years from the date of issuance of the Debenture at an exercise price of $0.15 per Warrant Share, subject to adjustment in certain events.
All securities issued pursuant to the Financing will be subject to a four-month hold period.
Investor Relations Policy
The Board of Directors of the Company has adopted an Investor Relations Policy. This policy will be filed on SEDAR and posted on the Company’s website shortly.