12:37:09 EDT Thu 16 May 2024
Enter Symbol
or Name
USA
CA



Prismo Metals Inc
Symbol PRIZ
Shares Issued 40,568,980
Close 2024-04-04 C$ 0.19
Market Cap C$ 7,708,106
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Prismo Metals settles debt, closes private placement

2024-04-05 11:03 ET - News Release

Dr. Craig Gibson reports

PRISMO METALS ANNOUNCES CLOSING OF DEBT SETTLEMENT AND PRIVATE PLACEMENT

Prismo Metals Inc. has completed its previously announced debt settlement with certain creditors of the company, pursuant to which the company has issued to the creditors an aggregate of 2,833,690 common shares at a price of 17 cents per common share in full and final settlement of accrued and outstanding indebtedness in the aggregate amount of approximately $481,727. All securities issued pursuant to the debt settlement will be subject to a statutory hold period of four months from the date of issuance.

"Almost 60 per cent of the shares issued were issued to Prospeccion y Desarrollo Minero del Norte SA de CV (ProDeMin) (a total of 588,235 common shares), an exploration services company located in Mexico and controlled by our president and CEO Dr. Gibson; to Walnut Mines LLC, an Arizona-based company which owns the Hot Breccia project (a total of 832,571 common shares), and as consideration of an option payment on the Palos Verdes property (a total of 200,000 common shares)," said executive chairman Alain Lambert. He added: "ProDeMin, as disclosed in our financial statements and MD&As, provides exploration services on our three projects. Our CEO's decision to increase his ownership in Prismo sends a strong message to our shareholders about the prospects of the company. It is equally meaningful that Walnut Mines LLC has agreed to take an ownership position in Prismo is lieu of cash to make up for an approximate $95,000 exploration expenditure shortfall in 2023 as well as postponing a $100,000 option payment. We welcome them as shareholders of Prismo and thank them for their support."

Prismo also announced that it has completed its previously announced non-brokered private placement for one subscription of 754,411 units of the company at a price of 17 cents per unit for total gross proceeds of $128,250. Each unit consists of one common share and one-half common share purchase warrant. Each warrant is exercisable for one additional common share at an exercise price of 25 cents for a period of 24 months. All securities issued pursuant to the private placement will be subject to a statutory hold period of four months from the date of issuance.

Multilateral Instrument 61-101

Pursuant to the debt settlement, the company has issued an aggregate of 788,235 common shares in connection to ProDeMin, a company controlled by the president and chief executive officer of Prismo, Dr. Gibson, constituting, to that extent, a related party transaction as defined under Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. The company is exempt from the requirements to obtain a formal valuation and minority shareholder approval in connection with ProDeMin's participation in the debt settlement in reliance on sections 5.5(a) and 5.7(1)(a) of MI 61-101, as neither the fair market value of the debt settlement nor the securities issued in connection therewith, in so far as the debt settlement involves ProDeMin, exceeds 25 per cent of the company's market capitalization. The company did not file a material change report more than 21 days before the expected closing of the debt settlement as the details of the debt settlement and the participation therein by ProDeMin were not settled until recently and the company wishes to close on an expedited basis for sound business reasons.

About Prismo Metals Inc.

Prismo is a mining exploration company focused on two precious metal projects in Mexico (Palos Verdes and Los Pavitos) and a copper project in Arizona (Hot Breccia).

We seek Safe Harbor.

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