NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
SOFTROCK ANNOUNCES CLOSING OF CONVERTIBLE DEBENTURE FINANCING
Calgary, Alberta, July 10, 2017: Softrock Minerals Ltd (“Softrock” or the “Company”) is pleased to announce that it has completed its previously announced private placement of 5.0% convertible unsecured subordinated debentures (the Debentures”) for aggregate gross proceeds of $70,000 (the “Offering”).
The Debentures are due June 15, 2018 (the “Maturity Date”) and bear interest at 5.0% per annum payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each year, commencing September 30, 2017.
The Debentures are unsecured and payment of the principal and interest on the Debentures will be subordinated and postponed in right or payment to all senior indebtedness of Softrock.
The Debentures are convertible into fully paid and non-assessable common shares of the Company at the option of the holder at any time prior to the close of business on the Maturity Date at a conversion price of $0.05 (the “Conversion Price”) per common share. Holders converting their Debentures will receive accrued and unpaid interest thereon in cash for the period from the date of the last interest payment to the date of conversion.
The Debentures are not redeemable other than in certain circumstances in connection with a change of control.
On maturity, Softrock may, at its option, subject to regulatory approval, elect to satisfy its obligations to repay the principal of the Debentures then maturing by issuing and delivering that number of freely tradable common shares of Softrock obtained by dividing such principal by 95% of the weighted average trading price of the common shares on the TSX Venture Exchange (or such other stock exchange or over-the-counter market the common shares are then listed on) for the 20 consecutive trading days ending five trading days prior to the date fixed for maturity.
The Debentures are subject to a hold period expiring on November 8, 2017.
Mr. Nick Taylor, the President, Chief Executive Officer and a director of the Company, and Messrs. Stuart McDowall and E. Denis Gagnon, directors of the Company, each subscribed for $20,000 principal amount of Debentures under the Offering, representing approximately 28.6% of the Debentures or approximately 85.7% of the Debentures in the aggregate. Messrs. Taylor, McDowall and Gagnon each own 1,407,666, 1,227,000 and 1,103,000 common shares of Softrock, respectively, representing approximately 5.92%, 5.16% and 4.64% of the outstanding common shares. If Messrs. Taylor, McDowall and Gagnon were to convert their Debentures into common shares, the percentage of the outstanding common shares held by each would increase to approximately 7.2%, 6.5% and 6.0%, respectively.
As the securities of Softrock are only listed on the TSX Venture Exchange, the fair market value of the Debentures issued to Messrs. Taylor, McDowall and Gagnon is less than $2,500,000 and the Offering was unanimously approved by Softrock’s board of directors, the Offering is exempt from the formal valuation and minority approval requirements of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. Neither Softrock nor, to Softrock’s knowledge, any of Messrs. Taylor, McDowall and Gagnon, has knowledge of any material information concerning Softrock or its securities that has not been generally disclosed.
The proceeds of the Offering will be used for general corporate purposes.
The securities offered have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in certain transactions exempt from the registration requirements of the U.S. Securities Act.
FOR FURTHER INFORMATION, PLEASE CONTACT:
The Honourable Nick Taylor, President and Chief Executive Officer
Softrock Minerals Ltd.
Telephone: (403) 266-2605