02:56:59 EDT Tue 16 Apr 2024
Enter Symbol
or Name
USA
CA



Primeline Energy Holdings Inc
Symbol PEH
Shares Issued 208,559,959
Close 2019-08-19 C$ 0.035
Market Cap C$ 7,299,599
Recent Sedar Documents

Primeline extends $11.3M (U.S.) of bonds to 2020

2019-08-19 18:48 ET - News Release

Mr. Andrew Biggs reports

EXTENSION OF BONDS

Primeline Energy Holdings Inc., through the continuing support of its chairman and major shareholder, Victor Hwang, has extended the maturity date of $11.3-million (U.S.) principal amount of bonds issued to Primeline International (Holdings) Inc., a company wholly owned by Mr. Hwang effective Aug. 14, 2018, from Aug. 14, 2019, to Aug. 14, 2020. Interest is payable on the 2018 bonds quarterly at 7 per cent per annum, of which 4.5 per cent is payable in cash and 2.5 per cent in ordinary shares of Primeline issued at a deemed price per share equal to the higher of: (i) the closing price of the shares on the TSX Venture Exchange on the day before; and (ii) the volume-weighted average trading price of the shares on the TSX-V for the 10 days preceding the interest payment date. The 2018 bonds are convertible into shares at the option of the bondholder until Aug. 4, 2020, at a conversion price of 70 cents per share.

The extension of the maturity of the new bonds is a "related party transaction" for Primeline within the meaning of Multilateral Instrument 61-101 (MI 61-101), in that Mr. Hwang is Primeline's president, chairman and majority shareholder. Primeline will rely on the exemption from the valuation requirement of MI 61-101 at Section 5.5(b) of MI 61-101, which it is entitled to do as none of its securities are listed on the Toronto Stock Exchange or certain other stock exchanges outside of the United States and Canada. Primeline will rely on the exemption from the minority approval requirement of MI 61-101, on the basis that (i) repayment of the 2018 bonds, in the absence of the extension, would have resulted in serious financial difficulty for Primeline; (ii) the extension is designed to improve the financial condition of Primeline; (iii) Primeline is not insolvent; (iv) Primeline has one or more independent directors in respect of the transaction; and (v) Primeline's board, and at least two-thirds of the independent directors, each acting in good faith, have determined that (i) and (ii) apply, and that the terms of the transaction are reasonable in the Primeline's circumstances. Primeline believes it is reasonable and necessary in the circumstances that this press release is filed less than 21 days before the extension, as Primeline required the extension from in order to meet its short-term cash requirements.

About Primeline Energy Holdings Inc.

Primeline is an exploration and production company focusing exclusively on Chinese natural resources under petroleum contracts with China National Offshore Oil Corp. in the East China Sea. The LS36-1 gas field has been in production since July, 2014.

We seek Safe Harbor.

© 2024 Canjex Publishing Ltd. All rights reserved.