Mr. John MacPhail reports
PACIFIC ARC ANNOUNCES NON-BROKERED PRIVATE PLACEMENT AND PLANNED DEBT-TO-EQUITY CONVERSION
Pacific Arc Resources Ltd. has arranged a non-brokered private placement of up to one million common shares at a price, as per regulatory guidelines, of 17 cents per share for gross proceeds of up to $170,000.
The shares issued under the private placement will be subject to a four-month hold period from the date of closing.
Net proceeds from the private placement will be used for general corporate purposes and for other general and administrative expenses, including legal and accounting fees, that the company estimates it will incur as it reviews business opportunities.
An insider of the company may acquire shares under the private placement. Any such participation would be considered to be a related party transaction as defined under Multilateral Instrument 61-101. The transaction will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of any shares issued to or the consideration paid by such person will exceed 25 per cent of the company's market capitalization.
In addition, the company has agreed to settle outstanding indebtedness with arm's-length parties in the sum of $40,000 by the issuance of 235,292 common shares of the company at a conversion price, as per regulatory guidelines, of 17 cents per share. The parties involved are directors of the company.
All securities issuable in connection with the transaction will be subject to a four-month hold period from the date of issue.
The completion of this transaction is subject to the approval of the TSX Venture Exchange.
We seek Safe Harbor.
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