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Khot Infrastructure Holdings Ltd
Symbol C : KOT
Shares Issued 65,302,351
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Khot borrows $366,679 (U.S.) from director Passin

2018-01-24 14:33 ET - News Release

An anonymous director reports

KHOT ANNOUNCES OBTAINING LOANS OF USD$366,679.12

Khot Infrastructure Holdings Ltd. has entered into loan agreements with certain directors and officers of the company, both current and proposed, and various other parties, to provide an aggregate of $366,679.12 (U.S.) in loans to the company. Each loan is repayable 12 months from the effective date of each loan agreement without any deduction or withholding. The company may make early repayment of the loans at any time prior to the maturity date without any prepayment penalty. The loans accrue interest at a rate of 8 per cent per annum, with the accrued interest to be paid at the time of the repayment of the loans. The first loan agreements were entered into during the fiscal period ended June 30, 2017, when the company accepted $81,785 (U.S.) in loan financing, of which, $74,350 (U.S.) were loans from James Passin, a director. From June 30, 2017, and up to Sept. 30, 2017, a total of $284,894.12 (U.S.) in loans was received.

Of the total amount of loans received as at Sept. 30, 2017, $120,282.57 (U.S.) was provided by Mr. Passin, who beneficially owns, directly or indirectly, or exercises control or direction over, 32,169,605 common shares of Khot, representing approximately 49.26 per cent of the issued and outstanding common shares. Mr. Passin, a director of the company, is a related party of the company within the meaning of Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. As such, Mr. Passin's loan constitutes a related-party transaction within the meaning of MI 61-101. The company is relying on an exemption from the minority approval requirement that applies to related-party transactions, which exemption is available to the company as: (i) the loan comprises a loan or credit facility obtained on reasonable commercial terms that are not less advantageous to the company than if the loan or credit facility were obtained from a person dealing at arm's length with the company; (ii) the loan is not convertible into equity or voting securities of the company or a subsidiary of the company; and (iii) the loan is not repayable as to principal or interest in equity or voting securities of the company or a subsidiary of the company.

The loan agreements have been reviewed and approved by the board of directors, which has determined that it is in the best interest of the company to gain access to the finances pursuant to the Loans.

The purpose of the new loan financing is for the company to have resources to be able to finance the expenses related to obtaining the revocation order, calling a shareholders meeting, undergoing the change of business, and requalifying for listing on the Canadian Securities Exchange, all of which management believes is for the benefit of all shareholders.

We seek Safe Harbor.

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