P2 Gold Closes Agreement to Settle Outstanding Debt and Convertible Debenture Unit Offering
Debt Settlement
In settling the debt, P2 entered into a termination agreement (the "Termination Agreement") with
Splitter currently has beneficial ownership of, and control or direction over, 23,552,403 Shares of the Company, representing approximately 19.9% of the issued and outstanding Shares.
Splitter is a "related party" of the Company. The issuance of the Shares and cash payments to Splitter described above is considered a related party transaction subject to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions. The Company relied on exemptions from the formal valuation and minority shareholder approval requirements provided under sections 5.5(g) and 5.7(1)(e) of Multilateral Instrument 61-101 on the basis that the debt settlement transaction is intended to improve the Company's financial position.
In connection with the acquisition of the
The Offering
The Company expects to issue up to 1,700 Units at a price of
The Convertible Debentures will bear interest at a rate of 7.5%, payable semi-annually on the last day of June and December of each year, commencing on
Under the terms of the Offering, at any time during the Term, a Holder may elect to convert the outstanding net principal amount, or any portion thereof, into common shares in the capital of the Company ("Shares") at a conversion price of
Each Warrant shall entitle the holder thereof to acquire one Share at an exercise price of
The majority of the proceeds of the Offering will be used to fund obligations under the Termination Agreement. The Offering will close on completion of documentation and is conditional upon receipt of all necessary regulatory approvals, including the approval of the Exchange.
The Offering will be offered to accredited investors in all Provinces of
The securities to be offered in the Offering have not been, and will not be, registered under the
P2 is a mineral exploration and development company focused on advancing precious metals and copper discoveries and acquisitions in the western
Neither the Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release.
This press release contains "forward-looking information" within the meaning of applicable securities laws that is intended to be covered by the safe harbours created by those laws. "Forward-looking information" includes statements that use forward-looking terminology such as "may", "will", "expect", "anticipate", "believe", "continue", "potential" or the negative thereof or other variations thereof or comparable terminology. Such forward-looking information includes, without limitation, information with respect to the Company's expectations, strategies and plans for exploration properties including the Company's planned expenditures and exploration activities at the
Forward-looking information is not a guarantee of future performance and is based upon a number of estimates and assumptions of management at the date the statements are made, including without limitation, that the Company will be able to use the proceeds from the Offering as anticipated, that the Company will receive Exchange approval for the Offering and Termination Agreement, that the settlement of outstanding debt will allow the Company to optimize mine development at Gabbs as well as the other assumptions disclosed in this news release. Furthermore, such forward-looking information involves a variety of known and unknown risks, uncertainties and other factors which may cause the actual plans, intentions, activities, results, performance or achievements of the Company to be materially different from any future plans, intentions, activities, results, performance or achievements expressed or implied by such forward-looking information, including without limitation, the inability to use the proceeds from the Offering as expected, that the Company will not receive Exchange approval for the Termination Agreement or the Offering, that the settlement of outstanding debt will not allow for the optimization of mine development at Gabbs and risks associated with mineral exploration, including the risk that actual results and timing of exploration and development will be different from those expected by management. See "Risk Factors" in the Company's annual information form dated
The Company cautions that there can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, investors should not place undue reliance on forward-looking information.
Except as required by law, the Company does not assume any obligation to release publicly any revisions to forward-looking information contained in this press release to reflect events or circumstances after the date hereof.
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