Fortune Minerals Announces Settlement of 2015 Debentures
December 01 2022 - 7:25AM
Business Wire
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES
OR DISSEMINATION IN THE UNITED STATES
Fortune Minerals Limited (TSX: FT) (OTCQB: FTMDF)
(“Fortune” or the “Company”)
(www.fortuneminerals.com) is pleased to announce that it has
reached agreements (the “Settlement Agreements”) with the
holders of its debentures issued in 2015 and amended in 2022 (the
“2015 Debentures”). With the Settlement Agreements in place,
Fortune can now focus on advancing the NICO
cobalt-gold-bismuth-copper critical minerals development project
(“NICO Project”) in the Northwest Territories (“NWT”)
and Alberta.
Pursuant to the terms of the Settlement Agreements:
- One of the holders of the 2015 Debentures has agreed to retire
its debt totalling C$7,280,173 including principal and interest as
at November 30, 2022
- Fortune will pay an aggregate of C$1,250,000.00 in cash at
closing (the “Cash Payment”)
- Fortune will also issue an aggregate of 73,500,000 common
shares of the Company (“Shares”) to settle the balance of
C$6,030,173 due to this holder at a deemed price of approximately
C$0.082 per Share, representing approximately a 17% premium to the
closing price of the Shares on the TSX on November 30, 2022 (the
“Share Payment”)
- The term for C$5,461,376 of the 2015 Debentures held by a
different Party and representing the principal and accrued interest
to date, will be extended to December 31, 2023
- The settlement is expected to close on or about December 2,
2022, and remains subject to approval of the Toronto Stock Exchange
(“TSX”)
Fortune further announces that it has reached an agreement with
an arm’s length investor to increase its existing C$1,500,000
secured loan agreement (the “2021 Term Loan”) by an
additional principal amount of C$1,250,000 (the “New Debt
Facility”), with the proceeds of the New Debt Facility being
used by the Company to make the Cash Payment, and to extend the
maturity date of the 2021 Term Loan to December 31, 2023. The New
Debt Facility will bear interest at 9% per annum, compounding
annually, with both principal and interest payable at maturity on
December 31, 2023.
The issuance of the Shares underlying the Share Payment remains
subject to final TSX approval and the Shares will be subject to a
four-month hold period from the date of issuance.
This press release shall not constitute an offer to sell or
solicitation of an offer to buy nor shall there be any sale of any
of the securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful. The securities will not be
and have not been registered under the United States Securities Act
of 1933 and may not be offered or sold in the United States absent
registration or applicable exemption from the registration
requirements.
Advisors and Counsel
Haywood Securities Inc. is acting as financial advisor and
WeirFoulds LLP is acting as legal counsel to Fortune.
About Fortune Minerals:
Fortune is a Canadian mining company focused on developing the
NICO cobalt-gold-bismuth-copper Critical Minerals project in the
NWT and Alberta. The NICO Project is one of the few advanced cobalt
development projects globally to address the growing demand for
cobalt in lithium-ion rechargeable batteries used to power electric
vehicles, portable electronic devices, and stationary storage
cells. As a Canadian, vertically integrated planned battery
materials development, cobalt produced from the NICO Project would
help qualify purchasers of electric vehicles to receive the tax
credits under the new U.S. Inflation Reduction Act. Fortune also
owns the satellite Sue-Dianne copper-silver-gold deposit located 25
km north of the NICO Deposit and is a potential future source of
incremental mill feed to extend the life of the NICO mill and
concentrator.
Follow Fortune Minerals:
Click here to subscribe to Fortune’s email list.
Click here to follow Fortune on LinkedIn.
@FortuneMineral on Twitter.
This press release contains forward-looking information and
forward-looking statements within the meaning of applicable
securities legislation. This forward-looking information includes
statements with respect to, among other things, the completion of
the transactions contemplated by the Settlement Agreement and the
receipt of regulatory approval for the issuance of the Shares in
partial settlement of the 2015 Debentures, the Company’s ability to
raise additional capital, the purchase of the industrial site on
which the Company presently intends to construct the
hydrometallurgical refinery for the NICO Project, the repayment or
restructuring of the Company’s current debt, the development of the
NICO Project, the potential for expansion of the NICO Deposit and
statements regarding drill results and future drilling and assays.
Forward-looking information is based on the opinions and estimates
of management as well as certain assumptions at the date the
information is given (including, in respect of the forward-looking
information contained in this press release, assumptions regarding:
the Company’s ability to successfully raise the necessary capital
to meet its corporate objectives in both the near and long term;
the successful exercise by the Company its option to purchase the
industrial site on which it intends to construct a NICO Project
refinery; the completion of construction of a NICO Project
refinery; the ability to arrange the necessary financing to
continue operations and develop the NICO Project; the support of
the federal and/or provincial government for the NICO Project; the
receipt of all necessary regulatory approvals for the construction
and operation of the NICO Project and the related
hydrometallurgical refinery and the timing thereof; growth in the
demand for cobalt; the time required to construct the NICO Project;
and the economic environment in which the Company will operate in
the future, including the price of gold, cobalt and other
by-product metals, anticipated costs and the volumes of metals to
be produced at the NICO Project). However, such forward-looking
information is subject to a variety of risks and uncertainties and
other factors that could cause actual events or results to differ
materially from those projected in the forward-looking information.
These factors include the risks that the Company may not be able to
finance and develop the NICO Project on favourable terms or at all,
the 2021 drill program may not result in a meaningful expansion of
the NICO Deposit, the effects of a global market downturn, pressure
on commodities prices, and/or the COVID-19 on the Company’s capital
raising efforts, the Company may not be able to complete the
purchase of the industrial site located in Alberta’s Industrial
Heartland northeast of Edmonton and secure a site for the
construction of a refinery, uncertainties with respect to the
receipt or timing of required permits, approvals and agreements for
the development of the NICO Project, including the related
hydrometallurgical refinery, the construction of the NICO Project
may take longer than anticipated, the Company may not be able to
secure offtake agreements for the metals to be produced at the NICO
Project, the Company’s Sue-Dianne Property may not be developed to
the point where it can provide mill feed to the NICO Project, the
inherent risks involved in the exploration and development of
mineral properties and in the mining industry in general, the
market for products that use cobalt or bismuth may not grow to the
extent anticipated, the future supply of cobalt and bismuth may not
be as limited as anticipated, the risk of decreases in the market
prices of cobalt, bismuth and other metals to be produced by the
NICO Project, discrepancies between actual and estimated Mineral
Resources or between actual and estimated metallurgical recoveries,
uncertainties associated with estimating Mineral Resources and
Reserves and the risk that even if such Mineral Resources prove
accurate the risk that such Mineral Resources may not be converted
into Mineral Reserves once economic conditions are applied, the
Company’s production of cobalt, bismuth and other metals may be
less than anticipated and other operational and development risks,
market risks and regulatory risks. Readers are cautioned to not
place undue reliance on forward-looking information because it is
possible that predictions, forecasts, projections and other forms
of forward-looking information will not be achieved by the Company.
The forward-looking information contained herein is made as of the
date hereof and the Company assumes no responsibility to update or
revise it to reflect new events or circumstances, except as
required by law.
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version on businesswire.com: https://www.businesswire.com/news/home/20221201005601/en/
For further information: Fortune Minerals Limited Troy
Nazarewicz Investor Relations Manager info@fortuneminerals.com Tel:
(519) 858-8188 www.fortuneminerals.com
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