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Minera Alamos Inc
Symbol MAI
Shares Issued 5,907,079
Close 2014-08-15 C$ 0.10
Market Cap C$ 590,708
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Minera Alamos restructures debt

2014-08-20 08:34 ET - News Release

Mr. Chris Frostad reports

MINERA ALAMOS INC.: RENEGOTIATES PROMISSORY NOTES AND CONVERTIBLE DEBENTURES

Minera Alamos Inc. (previously Virgin Metals Inc.) has completed a restructuring of the company's debts.

"Over the past months, the company has been undergoing a reorganization of its assets, capital structure and liabilities in order to position itself for the ongoing advancement of its primary copper project in Sonora, Mexico," said Chris Frostad, president and chief executive officer of Minera Alamos. "As a key element of this process, the company has now renegotiated the terms of approximately $808,800 in promissory notes, convertible debentures and related interest."

The company is issuing replacement three-year debentures in the amount of $770,000 carrying a yield of 8 per cent per annum, which are convertible into units at a conversion price equal to 20 cents per unit at any time up to the maturity date. These convertible debentures will replace existing convertible debentures and promissory notes, as more fully described below. Each unit is composed of one common share of the company and one half-share purchase warrant. Each warrant is exercisable into one common share at a price of 25 cents per common share until the maturity of these debentures.

The convertible debentures are secured by a charge of the common shares of the company's 100-per-cent-owned subsidiary, Minera Alamos De Sonora. The company may redeem the convertible debentures at any time. In the event that the common shares of the company trade at an average closing price of 25 cents or greater over a 20-day trading period, the company may force the conversion of the convertible debentures.

Certain of the convertible debenture holders are non-arm's-length parties. Such non-arm's-length parties hold $400,000 of the total number of convertible debentures. Specific restrictions exist under the terms of the convertible debentures, which restrict conversion to common shares to the extent that they would create a new control person.

Certain convertible debentures held by a non-arm's-length party will contain additional restrictions on conversion. A total of 179,890 common shares held by associates (as defined in the TSX Venture Exchange corporate finance manual) of non-arm's-length parties will be included in the total number of common shares deemed to be held by this non-arm's-length party for the purposes of determining whether such non-arm's-length party is a control person upon conversion of the convertible debentures.

The convertible debentures to be issued replace the following debts of the company:

  1. Existing convertible debentures in the amount $545,000 issued on Dec. 22, 2011. Those debentures, carried an interest rate of 8 per cent, were convertible into common shares at a price of $3.50 and matured on Dec. 22, 2013. Non-arm's-length parties currently hold $400,000 of that debt. The convertible debentures will be issued on a dollar-for-dollar basis to replace the existing debentures.
  2. A 12-month promissory note in the amount of $100,000 issued on Sept. 13, 2012, which matured on Sept. 13, 2013, carrying an annual interest rate of 20 per cent. This first note is held by an arm's-length party. The convertible debentures will be issued on a dollar-for-dollar basis to replace the first note.
  3. A 12-month promissory note in the amount of $125,000 issued on Oct. 16, 2012, which matured on Oct. 16, 2013, carrying an annual interest rate of 20 per cent. This second note is held by an arm's-length party. The convertible debentures will be issued on a dollar-for-dollar basis to replace the second note.

In connection with these transactions, the company will also issue 543,571 common shares in the capital of the company at a deemed price of 20 cents per common share as payment for $108,714 in interest owed on the above-extinguished debts. Of the total shares issued, 96,877 shares will be issued to non-arm's-length parties. These shares will be subject to a hold period of four months and a day after the distribution date.

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