Mr. Mario Pezzente reports
GERMANIUM MINING CORP. ANNOUNCES NON-BROKERED PRIVATE PLACEMENT AND DEBT SETTLEMENT
Germanium Mining Corp. has arranged a non-brokered private placement of up to 2.5 million units at a price of 10 cents per unit for gross proceeds of up to $250,000. Each unit will consist of one common share and one transferable common share purchase warrant. Each warrant entitles the holder to purchase one additional share of the company at a price of 12 cents per share for a period of 24 months from the date of issuance. Further, the company announces a
shares for debt
to issue 4,245,900 common shares at a deemed price of 10 cents per share to settle $424,590 of debt. Following closing of the private placement, there will be 11,864,215 shares outstanding on a non-diluted basis.
The company will rely on the exception set out in Section 4.6(2)(b) of Canadian Securities Exchange Policy 4 (Corporate Governance, Security Holder Approvals and Miscellaneous Provisions) with respect to the requirement to obtain shareholder approval of such transaction whereby the company is issuing more than 100 per cent of its issued share capital on a fully diluted basis (relating to the private placement warrants). The company applied for and was granted by the CSE the exception from shareholder approval based on the following: The company is in financial hardship, the company has reached an agreement to complete the offering, no related persons as defined in Policy 1 will participate in the transactions, and independent directors constituting a majority of the board's independent directors in a vote in which only independent directors participate have determined that the offering is in the best interests of the listed issuer and is reasonable in the circumstances and that it is not feasible to obtain securityholder approval or complete a rights offering to existing securityholders on the same terms, and the offering has been approved by the majority of the independent directors of the company.
The net proceeds from the placement will be allocated toward exploration activities and for general corporate purposes including arm's-length payables. In accordance with the regulations of the Canadian Securities Exchange, an up-to-10-per-cent commission may be applicable on the private placement. All securities issued pursuant to the private placement and shares-for-debt settlement will be subject to a statutory hold period of four months and one day as required under applicable securities legislation.
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