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Enter Symbol
or Name
USA
CA



Primeline Energy Holdings Inc
Symbol PEH
Shares Issued 212,135,875
Close 2019-11-07 C$ 0.035
Market Cap C$ 7,424,756
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Primeline extends $9.3-million (U.S.) of bonds to 2020

2019-11-12 18:39 ET - News Release

Mr. Andrew Biggs reports

PRIMELINE ENERGY HOLDINGS INC.: EXTENSION OF BONDS

Primeline Energy Holdings Inc. has extended the maturity date of $9.3-million (U.S.) principal amount of bonds (2018 B bonds) issued to Primeline International (Holdings) Inc., a company wholly owned by chairman and major shareholder Victor Hwang, effective Nov. 12, 2018, from Nov. 12, 2019, to Nov. 12, 2020. Interest is payable on the 2018 B Bonds quarterly at 7% per annum, of which 4.5% is payable in cash and 2.5% in ordinary shares of Primeline ("Shares") issued at a deemed price per Share equal to the higher of (i) the closing price of the Shares on the TSX Venture Exchange (the "TSX-V") on the day before; and (ii) the volume-weighted average trading price of the Shares on the TSX-V for the 10 days preceding; the interest payment date. The 2018 B Bonds are convertible into Shares, at the option of the bondholder, until 2nd November 2020, at a conversion price of CAD$0.85 per Share.

The extension of the maturity of the 2018 B Bonds is a "related party transaction" for Primeline within the meaning of Multilateral Instrument 61-101 ("MI 61-101"), in that Mr. Hwang is Primeline's President, Chairman and majority shareholder. Primeline will rely on the exemption from the valuation requirement of MI 61-101 at Section 5.5(b) of MI 61-101, which it is entitled to do as none of its securities are listed on the Toronto Stock Exchange or certain other stock exchanges outside of the United States and Canada. Primeline will rely on the exemption from the minority approval requirement of MI 61-101 at Section 5.7(1)(e) of MI 61-101, on the basis that (i) repayment of the 2018 B Bonds, in the absence of the extension, would have resulted in serious financial difficulty for Primeline; (ii) the extension is designed to improve the financial condition of Primeline; (iii) Primeline is not insolvent; (iv) Primeline has one or more independent directors in respect of the transaction, and (v) Primeline's board, and at least two thirds of the independent directors, each acting in good faith, have determined that (i) and (ii) apply, and that the terms of the transaction are reasonable in the Primeline's circumstances. Primeline believes it is reasonable and necessary in the circumstances that this press release is filed less than 21 days before the extension, as Primeline required the extension from in order to meet its short-term cash requirements.

About Primeline Energy Holdings Inc.

Primeline is an exploration and production company focusing exclusively on China natural resources under petroleum contracts with CNOOC in the East China Sea. The LS36-1 Gas Field has been in production since July 2014.

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