BIRD RIVER ANNOUNCES CLOSING OF DEBENTURE FINANCING FOR GROSS PROCEEDS OF APPROXIMATELY $350,000 AND ANNOUNCES NEW BOARD AND MANAGEMENT APPOINTMENTS
/NOT FOR DISTRIBUTION TO
All currency references in the news release are in Canadian currency unless otherwise noted.
The Offering consisted of the issuance of Debentures for the principal amount of
The Debentures bear interest at a rate of 8.0% per annum, accruing as of the closing date of the Offering (the "Closing Date") and shall be payable on a bi-annual basis until the Maturity Date (each, an "Interest Payment Date"). At the sole option of the Company, the Company may satisfy its obligations to settle interest owing on the Debentures on an applicable Interest Payment Date by either: (i) a cash payment; or (ii) the issuance of Shares at a price of the higher of: (a) the Conversion Price and (b) a price equal to the volume weighted average price of the Shares on the Canadian Securities Exchange (the "CSE") for the five trading days preceding the applicable Interest Payment Date.
No finders fees or commissions were paid in connection with the Offering.
The gross proceeds of the Offering will be used to fund general corporate and working capital requirements of the Company.
The Debentures were issued by way of a private placement pursuant to exemptions from prospectus requirements under applicable securities laws. The securities issued pursuant to the Offering are subject to resale restrictions, including a hold period of four months and one day from the date of issuance, in accordance with applicable Canadian securities laws.
Board Appointments and Management Change
The Company is pleased to welcome
The Company also announces that it is has appointed
The biographies of
Early Warning Disclosure
In connection with the Offering,
Immediately prior to the Offering, the Subscriber had beneficial ownership of 2,750,000 Shares of the Company, representing approximately 8.71% of the issued and outstanding Shares on a non-diluted basis. Immediately after the Offering, assuming the conversion of the Debentures, the Subscriber has beneficial ownership of an aggregate total of 7,100,000 Shares, representing approximately 19.75% of the issued and outstanding Shares on a non-diluted basis.
The Subscriber acquired the Debentures pursuant to the Offering for investment purposes and intends to review its investment in the Company on a continuing basis. Depending upon a number of factors including market and other conditions, the Subscriber may from time to time increase or decrease its beneficial ownership, control, direction or economic exposure over securities of the Company.
This news release is being issued under the early warning provisions of Canadian securities legislation. An early warning report will be electronically filed with the applicable securities commission in each jurisdiction where the Company is reporting and will be available on SEDAR+ at www.sedarplus.ca.
The securities of the Company referred to in this news release have not been and will not be registered under the United States Securities Act of 1933, as amended (the "
About Bird River
Established in 1958,
Cautionary Note Regarding Forward Looking Statements
This news release contains certain "forward-looking statements" within the meaning of applicable securities laws. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as "expects" or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "estimates" or "intends" or stating that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved) are not statements of historical fact and may be considered forward-looking statements.
Examples of forward-looking statements in this news release include, the anticipated use of the proceeds from the Offering and filing of the early warning report. Forward-looking statements are subject to a variety of risks and uncertainties which could cause actual events or results to materially differ from those reflected in the forward-looking statements. Except as required by applicable securities laws, the Company undertakes no obligation to update these forward-looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change.
Neither the CSE nor its market regulator (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this press release.
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