Debt Settlement Update
1400 – 1040 WEST GEORGIA STREET
VANCOUVER, BC, V6E 4H1
(604) 862-4184
http://primemeridianresources.com/
February 18, 2020 News Release TSX-V: PMR
DEBT SETTLEMENT UPDATE
Vancouver, B.C.: Prime Meridian Resources Corp. (“PMR” or the “ Company”) (TSX-V:
PMR) announces that, further to the Company’s proposed Shares for Debt (News Release of
December 4, 2019) and subject to approvals from the TSX Venture Exchange, the Company
has been working to s ettle for shares or extend the term of the existing debt and liabilities
on its Balance Sheet to better position the Company for raising capital through the issuance
of equity. The following is an update of that process:
- Certain m anagement of the Company have elected to cancel $1.0 million in accrued
liabilities owing to them and recorded in the Audited Balance Sheet to measurably reduce
the number of shares issued under the proposed Shares for Debt. These same principals
have been the largest equity investors since taking management control of the Company.
These principals through their capit al company invested a further $200,000 into the
private placement which closed on July 25, 2019. Also, t hese principals will be
exchanging their residual debt s (after writing off the $1.0 million ) into the Shares for
Debt subject to TSXV Exchange approval. These steps demonstrate management’s long-
term commitment to the Company.
- The Company agreed to a voluntary consent judgement effective February 15, 2020 with
Domus Management Ltd. (“Domus”). The Domus debt pre-dated the current management
taking control of the Company and was transferred to Domus on or around May 1st, 2018
by Primrose Drilling Ventures Ltd. (“Primrose”) for the sum of $10 according to an
agreement provided to the Company by counsel for Domus . Primrose is believed by
management to still be the largest shareholder of PMR. A current or former principal of
Primrose was a director of PMR before the current management took control of the
Company. A pr oposal was made to Domus to participate in the announced Shares for
Debt and Domus has declined the proposal. Management of PMR will continue to work
to negotiate an equitable settlement o f the Domus debt. As recently as late 2019, the
Company had been adv ised by counsel for Domus that Domus would take a discounted
cash payment for the Domus debt. As per the Company’s Financial Statements, the
Company owed $676,558/US$510,288 in principal and $67,656/US$51,088 in interest
payable to Domus as of September 30, 2019.
- The Company is also proposing an alternative to the Shares for Debt for certain long-term
loan holders through a proposed two-year term loan on those outstanding loans with
interest set at 10% payable annually with principal repayable at the option of the
Company at any time during the two -year term. The Company is also negotiating with
these parties to have their accrued interest included in the Shares for Debt.
1400 – 1040 WEST GEORGIA STREET
VANCOUVER, BC, V6E 4H1
(604) 893-8384
http://primemeridianresources.com/
- Other creditors with accrued liabilities on the Balance Sheet will be offe red the Shares
for Debt subject to their ability to take same.
The proposed Shares for Debt will be priced at $0.10. All share issuances as discussed above
would be subject to TSXV Exchange approvals and to a four-month hold period.
On behalf of the Board of Directors of
Prime Meridian Resources Corp.
"Brian Leeners"
Brian Leeners, CEO & Director
604-862-4184
The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction
and has neither approved or disapproved the contents of this press release.