Val-d'Or, Quebec–(Newsfile Corp. – May 28, 2024) – Val D'or Mining Co., Ltd. (TSXV: VZZ) (the “Company” or “Val-d'Or Mining”), following its news releases dated May 14 and 17, 2024, announces that it has completed a bond financing for gross proceeds of $430,000 (the “Bond Financing”).
The Company has issued 43 Note Units (the “Note Units”) at an issue price of $10,000 per Unit. Each Note Unit consists of one convertible senior unsecured note in a principal amount of $10,000 (the “Note”) and 70,000 detachable common stock purchase warrants (each a “Warrant”), each of which is exercisable for a period of 12 months following the closing of the Note Financing at an exercise price of $0.07 per Warrant.
Two insiders of the Company participated in a bond financing for the Company for aggregate cash consideration of $210,000, which constituted a related party transaction under TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 (“MI 61-101”). The Company utilized the exemption contained in Section 5.5(c) (distribution of securities for cash) of MI 61-101 as an exemption from the formal valuation requirement and the exemption from the minority shareholder approval requirement contained in Section 5.7(1)(b) of MI 61-101 because the fair market value of the securities distributed in the transaction and, to the extent the transaction involved interested parties, the consideration received by the Company for those securities did not exceed $2,500,000.
The Notes have maturity dates of 12 months through May 28, 2025, are subject to early redemption, bear interest at the rate of 6% per annum, and interest is payable in cash or shares at maturity or redemption. At maturity, the Notes will convert into fully paid common shares at a conversion price of $0.06. At any time prior to the maturity date, upon 30 days' notice to the holders, the Company will have the right to redeem the Notes by payment of the principal amount of the Notes and accrued and unpaid interest thereon in cash. Accrued and unpaid interest on the Notes will be payable in the Company's common shares at a deemed price per share equal to the market price of the Company's Shares (as that term is defined in the policies of the TSX Venture Exchange) at maturity.
Within 30 days of any change in control of the Company (meaning a change in legal or effective control of the Company or any affiliate as a result of, or in connection with, any acquisition proposal, merger, arrangement, amalgamation or other form of business combination, asset disposition, election of directors or any combination of the foregoing transactions), holders of the Notes will have the option to require the Company to repurchase for cash any Notes then outstanding at an amount equal to (i) 125% of the issuance price of the Notes plus (ii) accrued and unpaid interest.
The Notes, Warrants and all securities issued upon conversion or exercise thereof will be subject to a hold period until September 29, 2024, in accordance with applicable securities laws and the policies of the TSX Venture Exchange.
The proceeds raised pursuant to the Note Financing will be used to further the Company's projects and for general corporate purposes.
About Val-d'Or Mining Co., Ltd.
Val-d'Or Mining Corporation is a junior natural resource issuer engaged in the acquisition and exploration of mineral properties, the majority of which are located in the Abitibi Greenstone Belt in northeastern Ontario and northwestern Quebec. The company regularly evaluates new acquisition and acquisition opportunities to complement its current property interests. Outside of its primary geographic focus in the Abitibi Greenstone Belt, the company owns several properties in northern Quebec (Nunavik) covering a range of geological environments and commodities (Ni-Cu-PGE).
We have expertise in finding and creating new projects as well as early stage exploration. Mineral resources of interest are broad and range from gold, copper-zinc-silver, nickel-copper-platinum group elements to industrial and energy minerals. After initial value creation in our wholly owned or majority owned assets, we seek option/joint venture partners with the technical expertise and financial capacity to undertake more advanced exploration projects.
For further information, please contact:
Glenn J. Mullan
2772 Chemin Sullivan
Val-d'Or, Quebec J9P 0B9
Phone: 819-824-2808, ext. 204
Email: Glenn.Mullan@GroupZedZed.com
Forward-Looking Statements:
This press release contains certain statements that may be deemed “forward-looking statements.” Forward-looking statements are not historical facts and are typically, but not always, identified by words such as “anticipate,” “plan,” “expect,” “believe,” “intend,” “estimate,” “predict,” “potential,” or similar expressions that events or circumstances “will,” “will occur,” “may,” “might” or “should” occur. Although the Company believes that 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 reality may differ materially from the 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, even if management's beliefs, estimates or opinions, or other factors, should change.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.
This press release is not for distribution to U.S. news services or dissemination in the United States, as required by applicable Canadian law, and does not constitute an offer to sell or the solicitation of an offer to sell 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 absent registration or an exemption from such laws.
Distribution to U.S. news services or within the United States is prohibited.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/210831
