Teako Minerals Secures C$400,000 Through Loan Agreement from Largest Shareholder
Teako Minerals Secures C$400,000 Through
Loan Agreement from Largest Shareholder
Vancouver, British Columbia--(Newsfile Corp. - September 11, 2024) - Teako Minerals Corp. (CSE:
TMIN) (the "
Company
" or "
Teako
") is pleased to announce that it has entered into a Shareholder Loan
Agreement (the "
Loan
") in the principal amount of $400,000 (the "
Debt
") from its largest shareholder,
Fruchtexpress Grabher GmbH & Co KG (the "
Lender
"), which, subject to certain acceleration events,
matures in September 2029 (the "
Maturity Date
").
The Loan
By its terms, the Loan accrues interest at a rate of 4.0% per annum, payable in common shares in the
capital of the Company ("
Common Shares
") based on the higher of (i) the prior 20-day volume-
weighted average price of the Common Shares; or (ii) $0.06 (the "
Conversion Price
").
As security for the Loan, the Company pledged 164,701 of its 658,804 common shares in The Coring
Company held by Teako (the "
Pledged Shares
"). After 24 months, and each anniversary date thereafter
until the Maturity Date, the Lender may demand accelerated repayment of the principal amount of the
Loan through either: (i) transfer of the Pledged Shares to the Lender; or (ii) conversion of the outstanding
principal amount of the Loan into Common Shares at the Conversion Price. Teako may prepay all or any
portion of the outstanding balance of the Loan at any time without bonus or penalty. At maturity, any
outstanding principal amount which has not been prepaid or converted into Common Shares will be
repaid in cash by Teako.
Under the Agreement, the Lender has covenanted that it will not directly or indirectly, alone or jointly with
any other person, acquire, agree to acquire, or make any proposal or offer to acquire, any Common
Shares that would result in it holding over 19.9% of the Company's issued and outstanding Common
Shares without the prior written consent to Teako. The Lender currently holds 10,400,000 or
approximately 13.1% of the Common Shares. The Common Shares to be issued to the Lender will be
subject to statutory hold periods of four months and one day from the date of issue.
As of the date hereof, the Lender has advanced $1,150,000 to the Company under the Loan and
separate shareholder loan agreement dated August 25, 2023. The Company intends to use the
proceeds of the Loan to finance exploration work in Norway and for working capital and general
corporate purposes.
Related Party Transaction
The Lender is a "related party" of the Company, and the Loan and matters relating thereto (the
"
Transactions
") are considered to be "related party transactions" within the meaning of Multilateral
Instrument 61-101 -
Protection of Minority Security Holders in Special Transactions
("
MI 61-101
")
requiring the Company, in the absence of exemptions, to obtain a formal valuation and minority
shareholder approval, of the related party transactions.
Pursuant to Sections 5.5(a) and 5.7(1)(a) of MI 61-101, the Company relied on exemptions from the
formal valuation and minority shareholder requirements, respectively, as the fair market value of the Loan
does not exceed 25% of Teako's market capitalization.
Neither the Company nor any director or senior officer of the Company has knowledge, after reasonable
inquiry, of any prior valuation in respect of the Company that relates to the subject matter of or is
otherwise relevant to the Transactions, which has been made in the 24 months prior to the date of this
press release. The Company did not file a material change report more than 21 days before the
expected closing as the details of the Transactions were not finalized until immediately prior to its
advance, and the Company wished to close the Transactions as soon as practicable for sound business
reasons.
About Teako Minerals Corp.:
Teako Minerals Corp. is a Vancouver-based mineral exploration company committed to acquiring,
exploring, and developing mineral properties in Norway for copper, cobalt, zinc and molybdenum.
The
adoption of technologies such as the SCS Exploration Product aligns with its strategy to remain at the
forefront of the rapidly evolving mining industry.
Contact Information
Sven Gollan - CEO
T: +43 5522 500429
Email:
Forward-Looking Information:
This press release may include forward-looking information within the meaning of Canadian securities
legislation, concerning the business of Teako.
Forward-looking information is based on certain key
expectations and assumptions made by the management of Teako.
In some cases, you can identify
forward-looking statements by the use of words such as "will," "may," "would," "expect," "intend," "plan,"
"seek," "anticipate," "believe," "estimate," "predict," "potential," "continue," "likely," "could" and
variations of these terms and similar expressions, or the negative of these terms or similar expressions.
Forward-looking statements in this press release include, but are not limited to: statements and
information concerning the Company's intended use of the proceeds from the Loan; the Company's
future activities and operations; and the terms of the Loan, including acceleration or repayment thereof.
Although Teako believes that the expectations and assumptions on which such forward-looking
information is based are reasonable, undue reliance should not be placed on the forward-looking
information because Teako can give no assurance that they will prove to be correct.
Since forward-
looking statements address future events and conditions, by their very nature, they involve inherent risks
and uncertainties. Actual results could differ materially from those currently anticipated due to a number
of factors and risks. These include but are not limited to, risks associated with the mineral exploration
industry in general (e.g., operational risks in development, exploration and production; the uncertainty of
mineral resource estimates; the uncertainty of estimates and projections relating to production, costs
and expenses, and health, safety and environmental risks), constraint in the availability of services,
commodity price and exchange rate fluctuations, changes in legislation impacting the mining industry,
adverse weather conditions and uncertainties resulting from potential delays or changes in plans with
respect to exploration or development projects or capital expenditures. These and other risks are set out
in more detail in Teako's interim Management's Discussion and Analysis, April 30, 2024.
All dollar figures included herein are presented in Canadian dollars, unless otherwise noted.
Neither the
CSE nor its market regulator accepts responsibility for the adequacy or accuracy of this press release.
Not for dissemination in the United States or distribution through U.S. newswires
To view the source version of this press release, please visit
https://www.newsfilecorp.com/release/222991