VANCOUVER, British Columbia, Oct. 27, 2017 (GLOBE NEWSWIRE) -- Search Minerals Inc. (TSXV:SMY) (“Search Minerals” or the “Company”): This press release is being disseminated as required by National Instrument 62-103 The Early Warning System and Related Take Over Bids and Insider Reporting Issues in connection with the acquisition of securities of the Company by InCoR Holdings PLC (“InCoR” or the “Acquiror”).
InCoR announces that, on October 27, 2017, Search Minerals issued to it a second secured convertible debenture in the principal amount of $350,000 which, together with the first debenture issued to InCoR by Search on September 28, 2017, in the amount of $150,000, represents InCoR’s previously announced $500,000 investment in Search (the “Debentures”).
The Debentures have a maturity date of one year from the date of issuance and may be extended by the Company for an additional period of six months on payment of an extension fee of $50,000 (the “Extension Fee”). The Debentures bear simple interest at a rate of 15% per annum, calculated and paid semi-annually, in cash or, at InCoR’s option, payable in Units.
The principal and accrued interest under the Debentures, and the Extension Fee, are convertible into units (“Units”) of the Company at a conversion price of $0.06 per Unit all in accordance with the terms set forth in the certificates representing the Debentures. Each Unit will be comprised of one common share of the Company (a “Share”) and one common share purchase warrant (a “Warrant”) with each Warrant entitling the holder thereof to acquire one additional Share (a “Warrant Share”) at an exercise price of $0.07 per Warrant Share for five years. The Debentures are secured by a General Security Agreement over all of the Company’s assets.
Prior to the transaction, InCoR held 5,000,000 Common Shares of the Company. If the Company extended the term to 18 months and InCoR held the Debentures to maturity, converted the full amounts of principal, interest then outstanding and Extension Fee into Units, InCoR would be issued an aggregate of 11,041,666 Units. Assuming the full exercise of Warrants issued in connection with the Units, InCoR would acquire 22,083,332 Common Shares and, when aggregated with the Common Shares already owned, would total 27,083,332, representing approximately 15.5% of the Company’s issued and outstanding Common Shares.
The Debentures were acquired on a private placement basis by InCoR for investment purposes and InCoR may, depending on market and other conditions, convert some or all of the principal and interest under the Debentures, increase or change its beneficial ownership over the Debentures and any securities issued thereunder through market transactions, private agreements, treasury issuances, exercise of convertible securities or otherwise.
In connection with its investment in the Company, George Molyviatis and Jocelyn Bennett have been appointed to the board of directors of the Company as announced by Search in its press release of October 2, 2017.
A copy of the Early Warning Report filed under applicable securities laws is available under the Company’s profile on SEDAR (www.sedar.com). A copy of such report may also be obtained by contacting DS Lawyers Canada LLP, InCoR’s Canadian legal counsel, at kwells@dsavocats.ca.
The name and address of the “Acquiror” filing the report is:
InCoR Holdings PLC
Attn: Jocelyn Bennett
12 Upper Berkeley Street
London W1H 7QD
United Kingdom
Contact:
Kyler Wells
kwells@dsavocats.ca
1.647.477.7317