23:36:27 EDT Tue 14 May 2024
Enter Symbol
or Name
USA
CA



Ceylon Graphite Corp
Symbol CYL
Shares Issued 166,363,850
Close 2023-11-22 C$ 0.045
Market Cap C$ 7,486,373
Recent Sedar Documents

Ceylon Graphite amends convertible debenture terms

2023-11-22 17:29 ET - News Release

Mr. Sasha Jacob reports

CEYLON GRAPHITE ANNOUNCES UPDATE ON EXTENSION OF CONVERTIBLE DEBENTURES

Ceylon Graphite Corp. has amended the terms of certain convertible debentures (the 2018 convertible debentures) that were issued by the company on May 23, 2018, in the aggregate principal amount of $2-million. The 2018 convertible debentures previously entitled the holders thereof to convert an aggregate principal balance of $1.85-million into common shares (the 2018 debenture shares) of the company at a price of 25 cents per 2018 debenture share at any time on or prior to Nov. 23, 2023. The company has amended the conversion price of an aggregate principal amount of $1.75-million of the 2018 convertible debentures (the extended 2018 convertible debentures) to $0.15 per 2018 debenture share and amended the maturity date of the extended 2018 convertible debentures to Nov. 23, 2024. In addition, the company has agreed to issue 5,833,333 warrants of the company to the holders of the extended 2018 convertible debentures to replace the warrants originally issued together with the 2018 convertible debentures and which otherwise would have expired on Nov. 23, 2023. Each replacement warrant is exercisable for one common share of the company at a price of 15 cents per replacement warrant share at any time until Nov. 23, 2024. The company is not receiving any additional funds in connection with the amendments or issuance of the replacement warrants.

A total principal amount of $100,000 of the 2018 convertible debentures were not extended and mature on Nov. 23, 2023. The company is currently evaluating options for the repayment of the 2018 convertible debentures, which rank subordinate in payment priority to the senior secured convertible debentures issued by the company on Oct. 26, 2023.

All securities issued and issuable in connection with 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. The amendments and issuance of the replacement warrants are subject to the final approval of the TSX Venture Exchange.

In connection with the above 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 has received 3,333,333 replacement warrants (the insider participation). 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.

The company also announces that it has granted an aggregate of 2.5 million stock options to its directors, officers and employees. Each option is exercisable at five cents per common share at any time until Nov. 22, 2028.

About Ceylon Graphite Corp.

Ceylon is a public company listed on the TSX Venture Exchange, which 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 paints and coatings sectors.

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