20:51:06 EDT Tue 14 May 2024
Enter Symbol
or Name
USA
CA



Ceylon Graphite Corp
Symbol CYL
Shares Issued 165,908,850
Close 2023-10-27 C$ 0.045
Market Cap C$ 7,465,898
Recent Sedar Documents

Ceylon Graphite closes $365,000 private placement

2023-10-27 11:29 ET - News Release

Mr. Sasha Jacob reports

CEYLON GRAPHITE ANNOUNCES CLOSING OF $365,000 CONVERTIBLE DEBENTURE FINANCING AND EXTENSION OF CONVERTIBLE DEBENTURE

Ceylon Graphite Corp. has closed a non-brokered private placement of $365,000 of 9 per cent senior secured convertible debenture units of the company. The net proceeds from the financing shall be used for operating expenses for the company's mining projects and deposits for the renewal of mining licences in Sri Lanka and for working capital and general corporate purposes.

Each debenture unit consists of: (i) $1,000 principal amount of 9 per cent senior secured convertible debenture of the company; and (ii) 20,000 common share purchase warrants of the company, with each warrant exercisable for one common share of the company at an exercise price of six cents per warrant share for a period of one year from the date of issuance. A total of 7.3 million warrants were issued and are exercisable for 7.3 million warrant shares. An aggregate of $365,000 principal amount of debentures was subscribed for and are convertible for up to 7.3 million common shares of the company at the option of the holder thereof at any time prior to the date that is one year from the date of issuance at a conversion price of five cents per debenture share.

The debentures shall bear interest at an annual rate of 9 per cent, payable in cash semi-annually in arrears. Interest on the debentures may alternatively be paid in common shares of the company at the company's option, subject to the approval of the TSX Venture Exchange. An entity controlled by the company's chief executive officer has pledged publicly traded shares of a third party to secure the company's obligations under the debentures. In addition, the debentures are secured against all of the present and after-acquired personal property of the company.

In connection with the financing, the company has issued to eligible finders an aggregate of: (i) 455,000 finder warrants entitling the holder to acquire one unit of the corporation at an exercise price of five cents at any time up to one year from the date of issuance, with each finder unit comprising one common share and one warrant, with each such warrant exercisable for one warrant share at a price of six cents per warrant share for a period of one year from the date of issuance of the finder unit; and (ii) 455,000 finder units.

The company expects to amend the terms of certain convertible debentures that were issued by the company on May 23, 2018. The 2018 convertible debentures currently entitle the holders thereof to convert an aggregate principal balance of $1.85-million into common shares of the company at a price of 25 cents per 2018 convertible debenture share at any time prior to Nov. 23, 2023. The company intends to amend the conversion price of the 2018 convertible debentures to 15 cents per 2018 debenture share and amend the maturity date of the 2018 convertible debentures to Nov. 23, 2024. In addition, the company expects to issue up to 6,166,666 warrants of the company to the holders of 2018 convertible debentures to replace the warrants originally issued together with the 2018 convertible debentures and which are set to expire on Nov. 23, 2023. Each replacement warrant is exercisable for one common share at a price of 15 cents per replacement warrant share at any time for until Nov. 23, 2024. The company is not receiving any additional funds in connection with the amendments or issuance of the replacement warrants.

The financing, amendments and issuance of the replacement warrants are subject to the final approval of the TSX-V. All securities issued and issuable in connection with the financing and the replacement warrants are subject to a four-month-and-one-day hold period from the dated of issuance in accordance with Canadian securities laws.

In connection with the aforementioned transactions, a company controlled by Sasha Jacob, chief executive officer of the company, and holder of a principal amount of $1-million of the 2018 debentures, is anticipated to receive 3,333,332 replacement warrants, and Mr. Jacob has subscribed for 40 debenture units. The insider participation constitutes a related party transaction as such term is defined under Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The company is relying on an exemption from the formal valuation and minority shareholder approval requirements provided under MI 61-101 pursuant to Section 5.5(a) and Section 5.7(1)(a) of MI 61-101, on the basis that the insider participation does not exceed 25 per cent of the fair market value of the company's market capitalization.

About Ceylon Graphite Corp.

Ceylon is a public company listed on the TSX-V that is in the business of mining for graphite and developing and commercializing innovative graphene and graphite applications and products. Graphite mined in Sri Lanka is known to be some of the highest grade in the world and has been confirmed to be suitable to be easily upgradable for a range of applications, including the high-growth electric vehicle and battery storage markets as well as construction, health care, and paint and coating sectors.

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