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Pedro Resources Ltd. (CSE: VBN) ("Pedro" or the "Company") announces that it has issued promissory notes (the "Bridge Notes") to certain non-arm's length lenders and arm's length lenders (collectively, the "Lenders") of the Company for available proceeds to the Company of $351,711 (the "Loan"). The Loan shall mature on August 31, 2027 (the "Term"). The amounts outstanding under the Bridge Notes bear interest at 6% per annum, payable together with any outstanding principal at the end of the Term, except for $10,585 which bears interest at 12% per annum.
The Loan contains certain other customary financial and other covenants, and will be used for general working capital purposes. The Bridge Notes are intended to provide immediate capital to the Company while it seeks additional sources of capital, which may include the future issuance of other debt or equity securities, including, without limitation, a formal credit facility, whether with the Lenders or otherwise, to meet the Company's long-term capital needs.
The issuance of the Bridge Notes constitutes a "related party transaction" as defined in Multilateral Instrument 61-101 - Protection of Minority Securityholders in Special Transactions ("MI 61-101"), as certain Lenders are control persons, directors and/or officers of the Company. The Company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(g) and 5.7(1)(e) of MI 61-101, as the Company is in financial difficulty and the transaction is designed to improve the financial position of the Company, as determined in accordance with MI 61-101. The Company did not file a material change report in respect of the related party transaction at least 21 days before the issuance of the Bridge Notes, which the Company deems reasonable given the Company's need for immediate financing.
The Loan was approved by the members of the board of directors of the Company who are independent for the purposes of the Loan, being all directors other than Messrs. Williams and Mercier. No special committee was established in connection with the Bridge Note, and no materially contrary view or abstention was expressed or made by any director of the Company in relation thereto.
About Pedro Resources Ltd.
Pedro Resources Ltd. is a Canadian exploration company listed on the CSE focused on mineral exploration and development. The Company is currently advancing a proposed change of business toward the development of biotechnologies for the remediation and reclamation of contaminated soils.
For further information, contact:
On behalf of the Board
Marc Williams
Chief Executive Officer
Tel: 902-891-0268
Neither the CSE nor its Market Regulator (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.
Forward-Looking Information
This news release contains forward‐looking statements and forward‐looking information within the meaning of applicable securities laws. These statements relate to future events or future performance. All statements other than statements of historical fact may be forward‐looking statements or information. More particularly and without limitation, this news release contains forward‐looking statements and information relating to the Company's proposed change of business and the Offering.
The forward‐looking statements and information are based on certain key expectations and assumptions made by management of the Company. Although management of the Company believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward‐looking statements and information since no assurance can be given that they will prove to be correct.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/314645
