These Debentures will mature on July 26, 2016 (the “Maturity Date”) and will accrue interest at a rate of 10.0% per annum payable semi-annually in arrears on March 31 and September 30 in each year commencing September 30, 2013. At the holder’s option, the Debentures may be converted into common shares in the capital of the Company (each a “Share”) at any time up to the earlier of the Maturity Date and the business day immediately preceding the date specified by the Company for redemption of the Debentures.
The conversion price, subject to adjustment in certain circumstances, will be $2.00 per Share, being a conversion rate of approximately 500 Shares for each $1,000 principal amount of Debentures. The Debentures will not be listed for trading on the TSX Venture Exchange (the “Exchange”) or any other public market. Each subscriber for Debentures has now received 800 transferable common share purchase warrants (each a “Warrant”) for each $1,000 of principal amount tendered to the Company, with each Warrant now entitling the holder thereof to purchase one additional Share (each a “Warrant Share”) at an exercise price of $1.25 per Warrant Share until July 26, 2016.
In conjunction with the closing of this tranche of the Offering the Company has agreed to pay compensation to certain finders of aggregate cash finder’s fees of $240,450 together with non-transferable share purchase warrants, having the same attributes as the Warrants, for the purchase of an aggregate of up to 192,360 Shares of the Company.
The securities issued under this first tranche of the Offering, including the share purchase warrants issued to the finders, are subject to a Canadian four-month hold period which will expire on November 27, 2013. In addition, such securities are “restricted securities” as defined under Rule 144(a)(3) of the U.S. Securities Act and contain the appropriate restrictive legends as required under the U.S. Securities Act, National Instrument 45-102 and as required by the Exchange.
The Company intends to use the net proceeds of the Offering to fund the Company’s capital program and for general corporate purposes.
Increase to and Extension of the Offering
The Company is also pleased to announce that, based on additional expressions of interest, the Company has increased its proposed Offering from $5,000,000 to up to $5,535,000 and extended the proposed closing date to August 31, 2013. There is no assurance that the balance of the Offering will be taken up.
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