Deep-South Receives Stock Exchange Approval and Amends the Agreement Announced on June 30, 2020

- August 17th, 2020

Deep-South Resources Inc. announced today that it has received the approval of the TSX Venture Exchange for the debt repayment in shares to Teck Namibia Ltd.

Deep-South Resources Inc. (“Deep-South” or “the Company”) (TSXV:DSM), (FRA:DSD) announced today that it has received the approval of the TSX Venture Exchange (“TSX-V”) for the debt repayment in shares to Teck Namibia Ltd. (“Teck”) (see details below), a wholly owned subsidiary of Teck Resources Limited. The debt repayment transaction was originally announced on June 30, 2020. Furthermore, the parties had also agreed to amend a convertible debenture (see details below) held by Teck. Following review of the TSX-V, the terms of the maturity and the conversion price have been amended as described below

In May 2017, Teck sold its 70% shareholding in Haib Minerals (Pty) Ltd., which holds the Haib Copper project in Namibia, to Deep-South in consideration for, among other things, 14,060,000 common shares of Deep-South. Deep-South was to make cash payments to Teck of $200,000 on the first anniversary of the agreement and $200,000 on the second anniversary of the agreement. Deep-South has completed cash payments of $30,000 and $370,000 is outstanding and past due. Teck has agreed to settle this amount through the issuance of 4,352,941 shares of Deep-South (the “Settlement Shares”). The Settlement Shares issued will have a mandatory four (4) months holding period from the date of closing.

Furthermore, Teck holds a convertible debenture with a principal value of $389,117 and convertible at $0.14 with a maturity date on August 30, 2020. The parties have agreed to amend the convertible debenture and extend the maturity to August 30, 2021 at a new conversion price of $0.115. The Convertible Debenture shall continue to bear interest on the outstanding principal amount at a rate of LIBOR plus 2% per annum payable with the principal at maturity.

The Settlement Shares issued on closing, together with the 18,226,667 common shares currently held by Teck, will result in Teck holding approximately 26.9% of Deep-South’s outstanding shares on an undiluted basis, or 29.7% on a partially-diluted basis assuming the conversion of the principal amount of the convertible debt held by Teck. Exercise of the principal amount of the convertible debt would result in Teck acquiring 3,383,626 additional common shares of Deep-South. Teck may determine to increase or decrease its holdings in Deep-South depending on market conditions and any other relevant factors. A copy of Teck’s early warning report may be obtained from Chris Stannell at 604 699 4368.

About Deep-South Resources Inc.

Deep-South Resources Inc. is a mineral exploration company largely held by Namibian shareholders and Management – Directors with 24% and Teck Resources Limited with 23% of Deep-South share capital. Deep-South currently holds 100% of the Haib Copper project in Namibia, one of the largest copper porphyry deposits in Africa. Deep-South also holds an investment of 75% in the Kapili Tepe Copper exploration project in Turkey. Deep-South’s growth strategy is to focus on the exploration and development of quality assets, in significant mineralized zones, close to infrastructure, in stable countries.

This press release contains certain “forward-looking statements,” as identified in Deep- South’s periodic filings with Canadian Securities Regulators that involve a number of risks and uncertainties.

There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements.

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 release.

More information is available by contacting Pierre Leveille, President & CEO at

+1-819-340-0140 or at: info@deepsouthresources.com or

Paradox Public Relations at +1-514-341-0408.

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