15:30:49 EDT Thu 28 Mar 2024
Enter Symbol
or Name
USA
CA



TitanStar Properties Inc
Symbol TSP
Shares Issued 64,367,464
Close 2014-09-29 C$ 0.065
Market Cap C$ 4,183,885
Recent Sedar Documents

TitanStar closes debenture offering for $2.5-million

2014-09-30 20:19 ET - News Release

Mr. T. Richard Turner reports

TITANSTAR PROPERTIES INC. CLOSES PRIVATE PLACEMENT

Further to the news release dated Sept. 29, 2014, TitanStar Properties Inc. has closed its private placement of an aggregate principal amount of $2.5-million of 9.0-per-cent convertible unsecured subordinated debentures.

The debentures will bear interest at 9.0 per cent per annum and will mature on Sept. 30, 2019. The company may repay all or a portion of the indebtedness owing under the debentures at any time and without penalty. Each debenture will be convertible into units, with each unit composed of one common share and one share purchase warrant, at a conversion price of nine cents in the first year, and for each year thereafter at a conversion price equal to the greater of the closing sales price (or the closing bid, if no sales were reported on the date of determination) of the shares on the TSX Venture Exchange or 10 cents. Each warrant will entitle the holder to acquire an additional share at an exercise price equal to the conversion price of the debentures in effect at the time such warrants are issued, and will expire on Sept. 30, 2019. The conversion rate with respect to the interest amount shall be equal to the closing sales price (or the closing bid, if no sales were reported on the date of determination) of the shares on the TSX-V at the time of conversion, excepting that:

  1. From the date hereof until but not including Sept. 30, 2015, the interest amount conversion rate shall not be less than nine cents per unit;
  2. From and including Sept. 30, 2015, until the maturity date, the interest amount conversion rate shall not be less than 10 cents per unit. Conversion of the interest amount is subject to the company receiving prior approval from the TSX-V.

The proceeds of this offering will be used to repay all of the indebtedness currently owing by the company to Romspen Investment Corp. under a revolving credit facility. Further information regarding the credit facility can be found in the company's news release dated Nov. 27, 2012.

Early warning reports

T. Richard Turner of 2003, 1077 West Cordova St., Vancouver, B.C., V6C 2C6, has acquired, through TitanStar Finance Inc., a private company controlled by Mr. Turner, ownership of $1.25-million aggregate principal amount of 9-per-cent unsecured subordinated convertible debentures maturing on Sept. 30, 2019, through the facilities of the TSX-V.

Assuming the conversion of the debentures in full, the number of units issuable to Mr. Turner will be 13,888,888 units. The 13,888,888 common shares and 13,888,888 warrants comprising the units acquired by Mr. Turner, in addition to existing holdings of shares, debentures and stock options in the capital of the company, represent 14.1 per cent of the company's issued and outstanding shares on a non-diluted basis or 32.13 per cent of the company's issued and outstanding shares, calculated on a partially diluted basis assuming the conversion of the debentures and the exercise of such warrants, debentures and stock options.

Mr. Turner currently owns $1.25-million principal amount of debentures representing 13,888,888 units assuming full conversion. Together with other securities already owned by Mr. Turner and assuming full conversion of the debentures held by Mr. Turner, Mr. Turner beneficially owns an aggregate total of 22,999,528 shares, 13,888,888 warrants, 1,969,230 shares, assuming the conversion of $160,000 in debentures at a conversion rate of 8.125 cents, and 575,000 stock options, which collectively represents 32.13 per cent of the company's issued and outstanding shares, calculated on a partially diluted basis assuming the exercise of such warrants, debentures and stock options.

Greg Yuel of 255 Robin Cres., Saskatoon, Sask., S7L 6M8, has acquired, through Round Table Management Ltd., a private company controlled by Mr. Yuel, ownership of $1.25-million aggregate principal amount of the debentures through the facilities of the TSX-V.

Assuming the conversion of the debentures in full, the number of units issuable to Mr. Yuel will be 13,888,888 units. The 13,888,888 shares and 13,888,888 warrants comprising the units acquired by Mr. Yuel, in addition to existing holdings of shares and stock options in the capital of the company, represent 10.53 per cent of the company's issued and outstanding shares on a non-diluted basis or 28.83 per cent of the company's issued and outstanding shares, calculated on a partially diluted basis assuming the conversion of the debentures and the exercise of such warrants and stock options.

Mr. Yuel currently owns $1.25-million principal amount of debentures representing 13,888,888 units assuming full conversion. Together with other securities already owned by Mr. Yuel and assuming full conversion of the debentures held by Mr. Yuel, Mr. Yuel beneficially owns an aggregate total of 20,695,773 shares, 13,888,888 warrants and 90,000 stock options, which collectively represent 28.83 per cent of the company's issued and outstanding shares, calculated on a partially diluted basis assuming the exercise of such warrants and stock options.

Mr. Turner and Mr. Yuel acquired the debentures for investment purposes. Mr. Turner and Mr. Yuel intend to evaluate their investments in the company and to increase or decrease their respective shareholdings as they may determine for investment purposes.

This news release is being disseminated as required by National Instrument 62-103 (the early warning system and related takeover bids and insider reporting issues) in connection with the filing of the early warning reports. A copy of the early warning reports may be found on SEDAR under the company's profile.

We seek Safe Harbor.

© 2024 Canjex Publishing Ltd. All rights reserved.