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Belo Sun Mining Corp
Symbol BSX
Shares Issued 455,055,248
Close 2022-11-07 C$ 0.25
Market Cap C$ 113,763,812
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Belo Sun extends maturity date of loan to CEO

2022-11-07 12:37 ET - News Release

An anonymous director reports

BELO SUN ANNOUNCES THE RELEASE OF ITS Q3 FINANCIAL RESULTS AND AMENDMENT TO OUTSTANDING PROMISSORY NOTE

Belo Sun Mining Corp. has released its financial statements and management's discussion and analysis for the nine months ended Sept. 30, 2022.

The company has also entered into a promissory note amendment effective as of the date Oct. 23, 2022, with Peter Tagliamonte, Belo Sun's chief executive officer and president, pursuant to which the company and Mr. Tagliamonte agreed to extend the maturity date of the loan originally made to Mr. Tagliamonte on April 23, 2018.

As announced on April 24, 2020, the company entered into an amending agreement whereby it agreed to amend the terms of the Tagliamonte note to extend the maturity date to April 23, 2022, and to adjust the interest rate on the amount outstanding to a rate equal to LIBOR (London interbank offered rate) per annum. On April 23, 2022, the company entered into a further amending agreement to extend the maturity date of the Tagliamonte note to Oct. 23, 2022. To date, Mr. Tagliamonte has repaid $3,871,878 of the principal under the Tagliamonte note, paid $349,037 of interest and the current outstanding principal amount is $500,000.

Following discussions between the board of the directors of the company and Mr. Tagliamonte, the company has agreed to further amend the terms of the Tagliamonte note, effective Oct. 23, 2022, in order to extend the maturity date to Oct. 23, 2023. The company has no current intention to further extend the maturity of the Tagliamonte note and the company understands that Mr. Tagliamonte may be required to sell some or all of the common shares acquired using the proceeds of the Tagliamonte note to finance the repayment of amounts owing thereunder to the company on or prior to its new maturity date. The entering into of the third amendment was considered and approved by the board, excluding Mr. Tagliamonte, who declared a conflict and recused himself from voting in respect of the third amendment. The remaining directors voted unanimously to approve the third amendment.

Pursuant to Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions, the entering into of the third amendment with Mr. Tagliamonte is a related party transaction. The company is exempt from the requirements to obtain a formal valuation or minority shareholder approval in connection with the third amendment in reliance on sections 5.5(a) and 5.7(a), respectively, of MI 61-101, as neither the fair market value of the subject matter of the third amendment, nor the fair market value of the consideration for the third amendment exceeds 25 per cent of the company's market capitalization as calculated in accordance with MI 61-101. Due to continuing discussions among the independent directors of Belo Sun, the third amendment was only approved on Oct. 23, 2022, being less than 21 days before the effective date of the third amendment.

About Belo Sun Mining Corp.

Belo Sun is a Canadian-based mining company with a portfolio of gold-focused properties in Brazil. The company is currently focused on the development of the Volta Grande gold project. Belo Sun trades on the Toronto Stock Exchange under the symbol BSX and on the OTCQX under the symbol BSXGF.

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