Val-d'Or Mining Closes Debenture Financing
Val-d'Or Mining Closes Debenture Financing
Val-d'Or, Québec--(Newsfile Corp. - May 28, 2024) -
Val-d'Or Mining Corporation
(TSXV: VZZ) (the
"Company" or "Val-d'Or Mining") announces that, further to its news releases of May 14 and 17, 2024, it
has completed a debenture financing (the "Debenture Financing") for gross proceeds of $430,000.
The Company issued 43 debenture units (the "Debenture Units") at an issue price of $10,000 per
Debenture Unit.
Each Debenture Unit consists of one convertible senior unsecured debenture with a
principal amount of $10,000 (a "Debenture") and 70,000 detachable common share purchase warrants
(each a "Warrant"). Each Warrant is exercisable for a period of 12 months from the closing of the
Debenture Financing, at an exercise price per Warrant of $0.07.
Two insiders of the Company participated in the Debenture Financing for aggregate cash consideration
to the Company of $210,000, which constitutes a Related Party Transaction under TSX Venture
Exchange Policy 5.9 and Multilateral Instrument 61-101 ("MI 61-101").
The Company availed itself of the
exemptions contained in section 5.5(c) of MI 61-101 (distribution of securities for cash) for an exemption
from the formal valuation requirement and Section 5.7(1)(b) of MI 61-101 for an exemption from the
minority shareholder approval requirement of MI 61-101 as the fair market value of the securities
distributed in the transaction, and the consideration to be received by the Company for those securities,
insofar as the transaction involves interested parties does not exceed $2,500,000.
The Debentures have a term of 12 months expiring on May 28, 2025, subject to early redemption and
bear interest at the rate of 6%, accrued and compounded annually, which interest will be paid in cash or
shares at maturity or redemption. At maturity, the Debentures will be converted into fully paid common
shares of the Company, at a conversion price of $0.06. At any time prior to the maturity date, on
providing the holders with 30 days' notice, the Company will have the right to redeem the Debentures, by
paying the principal amount of the Debentures and any accrued and unpaid interest in cash.
The accrued
and unpaid interest on the Debentures can be paid by the Company on maturity in common shares of the
Company at a deemed price per share equal to the Market Price (as such term is defined in TSX
Venture Exchange policies) of the Company's shares at the time of such payment.
Within 30 days of a change of control of the Company (which means a change in the legal or effective
control of the Company or affiliates, whether as a result of, or in connection
with, a take-over bid,
amalgamation, arrangement, merger, or other form of business combination, asset disposition, election
of directors, or any combination of the foregoing transactions), the holders of the Debentures have the
option to require the Company to repurchase its Debentures then outstanding, in cash, at a price equal
to (i) 125% of the outstanding amount of the Debentures, plus; (ii) any accrued and unpaid interest, in
cash.
The Debentures, Warrants and all securities issuable on the conversion or exercise thereof are subject
to a hold period until September 29, 2024, in accordance with applicable securities legislation and
policies of the TSX Venture Exchange.
Funds raised pursuant to the Debenture Financing will be used for the advancement of the Company's
projects and for general corporate purposes.
About Val-d'Or Mining Corporation
Val-d'Or Mining Corporation is a junior natural resource issuer involved in the process of acquiring and
exploring its mineral property assets, most of which are situated in the Abitibi Greenstone Belt of NE
Ontario and NW Québec. To complement its current property interests, the Company regularly evaluates
new opportunities for staking and/or acquisitions. Outside of its principal regional focus in the Abitibi
Greenstone Belt, the Company holds several other properties in Northern Québec (Nunavik) covering
different geological environments and commodities (Ni-Cu-PGE's).
The Company has an expertise in the identification and generation of new projects, and in early-stage
exploration. The mineral commodities of interest are broad, and range from gold, copper-zinc-silver,
nickel-copper-PGE to industrial and energy minerals.
After the initial value creation in the 100%-owned,
or majority-owned properties, the Company seeks option/joint venture partners with the technical
expertise and financial capacity to conduct more advanced exploration projects.
For additional information, please contact:
Glenn J. Mullan
2772 chemin Sullivan
Val-d'Or, Québec J9P 0B9
Tel.: 819-824-2808, x 204
Email: :
Forward Looking Statements:
This news release contains certain statements that may be deemed "forward-looking statements.
Forward looking statements are statements that are not historical facts and are generally, but not always,
identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects",
"potential" and similar expressions, or that events or conditions "will", "would", "may", "could" or "should"
occur.
Although the Company believes the expectations expressed in such forward-looking statements
are based on reasonable assumptions, such statements are not guarantees of future performance and
actual results or realities may differ materially from those in forward looking statements. Forward looking
statements are based on the beliefs, estimates and opinions of the Company's management on the date
the statements are made.
Except as required by law, the Company undertakes no obligation to update
these forward-looking statements in the event that management's beliefs, estimates or opinions, or other
factors, should change.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in
policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this
news release.
THIS PRESS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS, IS NOT FOR
DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES,
AND DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO
SELL ANY OF THE SECURITIES DESCRIBED HEREIN IN THE UNITED STATES. THESE
SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND
MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS UNLESS
REGISTERED OR EXEMPT THEREFROM.
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR DISSEMINATION IN
THE UNITED STATES.
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