Minera Alamos Inc.: Renegotiates Promissory Notes and Convertible Debentures
TORONTO, ONTARIO--(Marketwired - Aug 20, 2014) - Minera Alamos Inc. (previously Virgin Metals Inc., the "Company" or "Minera Alamos") (TSX VENTURE:MAI) is pleased to announce that it has completed a restructuring of the Company's debts.
"Over the past months, the Company has been undergoing a reorganization of its assets, capital structure and liabilities in order to position itself for the ongoing advancement of its primary copper project in Sonora, Mexico," said Chris Frostad, President & CEO of Minera Alamos. "As a key element of this process, the Company has now renegotiated the terms of approximately $808,800 in promissory notes, convertible debentures and related interest."
The Company is issuing replacement three year debentures in the amount of $770,000 carrying a yield of 8% per annum which are convertible into units ("Units") at a conversion price equal to $0.20 per Unit at any time up to the maturity date (the "Convertible Debentures"). These Convertible Debentures will replace existing convertible debentures and promissory notes, as more fully described below. Each Unit is comprised of one common share of the Company ("Common Share") and one half-share purchase warrant ("Warrant"). Each Warrant is exercisable into one Common Share at a price of $0.25 per Common Share until the maturity of these debentures.
The Convertible Debentures are secured by a charge of the common shares of the Company's 100% owned subsidiary, Minera Alamos De Sonora. The Company may redeem the Convertible Debentures at any time. In the event that the Common Shares of the Company trade at an average closing price of $0.25 or greater over a 20-day trading period the Company may force the conversion of the Convertible Debentures.
Certain of the Convertible Debenture holders are non-arm's length parties. Such non-arm's length parties hold $400,000 of the total number of Convertible Debentures. Specific restrictions exist under the terms of the Convertible Debentures which restrict conversion to Common Shares to the extent that they would create a new Control Person.
Certain Convertible Debentures held by a non-arm's length party will contain additional restrictions on conversion. 179,890 Common Shares held by "Associates" (as defined in the TSXV Corporate Finance Manual) of non-arm's length parties will be included in the total number of Common Shares deemed to be held by this non-arm's length party for the purposes of determining whether such non-arm's length party is a "Control Person" upon conversion of its Convertible Debentures.
The Convertible Debentures to be issued replace the following debts of the Company:
- Existing Convertible Debentures ("Existing Debentures") in the amount $545,000 issued on December 22, 2011. Those debentures carried an interest rate of 8%, were convertible into Common Shares at a price of $3.50 and matured on December 22, 2013. Non-arm's length parties currently hold $400,000 of that debt. The Convertible Debentures will be issued on a dollar for dollar basis to replace the Existing Debentures.
- A 12-month promissory note in the amount of $100,000 ("First Note") issued on September 13, 2012 which matured on September 13, 2013, carrying an annual interest rate of 20%. This First Note is held by an arm's length party. The Convertible Debentures will be issued on a dollar for dollar basis to replace the First Note.
- A 12-month promissory note in the amount of $125,000 ("Second Note") issued on October 16, 2012 which matured on October 16, 2013, carrying an annual interest rate of 20%. This Second Note is held by an arm's length party. The Convertible Debentures will be issued on a dollar for dollar basis to replace the Second Note.
In connection with these transactions, the Company will also issue 543,571 common shares in the capital of the Company at a deemed price of $0.20 per common share as payment for $108,714 in interest owed on the above-extinguished debts. Of the total shares issued, 96,877 shares will be issued to non-arm's length parties. These shares will be subject to a hold period of four months and a day after the distribution date.
About Minera Alamos
Minera Alamos is a junior exploration and development company; its projects include the Los Verdes copper-molybdenum porphyry project in Sonora, northern Mexico that is currently the subject of a pre-feasibility study.
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