The secured creditors are
The remaining amount of the Nhwelmen secured debt will be repaid in equal cash payments over 24 months commencing in April, 2024 and including interest at a rate of 18% per annum.
The Company also approached certain unsecured vendors who provide critical services to the Company and entered into debt settlement agreements for the conversion of
Further, the Company closed on the Private Placement issuing 100,000,000 common shares in the capital of the Company at the Issue Price for gross proceeds to the Company of
Insider Participation
As disclosed in the
The Debt Settlement is a 'related party transaction' within the meaning of MI 61-101. However, in light of the fact that the
Financial Hardship Exemption
As the Debt Settlements have: (i) resulted in the issuance of shares to Hedge and Nhwelmen in an amount greater than 25% of the number of common shares outstanding and materially effect control of the Company (section 604(a)(i) of the TSX Company Manual); (ii) diluted the Company's market capitalization by more than 25% (section 607(g)(i) of the TSX Company Manual) and (iii) the issuance of common shares in the Debt Transactions and Private Placement were priced lower than market price less the maximum applicable discount (section 607(e) of the TSX Company Manual), disinterested shareholder approval and an independent report regarding the value of the transaction consideration is required. However, the Company applied to the TSX for a 'financial hardship' exemption from the requirements to obtain disinterested shareholder approval and an independent valuation report on the basis that the Company is in serious financial difficulty and the Debt Settlement is designed to improve the Company's financial situation. The application was made upon the recommendation of the Special Committee, free from any interest in the Debt Settlement and unrelated to the parties involved in such transactions (other than the Company) and was based on its determination that the Debt Settlement is reasonable for the Company in the circumstances.
Early Warning Disclosure
Nhwelmen and Hedge are each providing the following additional information pursuant to the early warning requirements of applicable Canadian securities laws.
Prior to the Debt Settlements, Nhwelmen did not own any securities of the Company. Under the Debt Settlements, Nhwelmen acquired an aggregate of 166,666,667 Common Shares at a deemed price of
Prior to the Debt Settlements, Hedge did not own any securities of the Company. Under the Debt Settlements, Hedge acquired an aggregate of 165,555,891 Common Shares at a deemed price of
The securities above are held by Nhwelmen and Hedge for investment purposes. Each of Nhwelmen and Hedge have a long-term view of the investment and may acquire additional securities of the Company including on the open market or through private acquisitions or sell securities of the Company including on the open market or through private dispositions in the future depending on market conditions, reformulation of plans and/or other factors that either the Nhwelmen and Hedge, as applicable, considers relevant from time to time.
A copy of the early warning reports of each of Nhwelmen and Hedge will appear on the Company's SEDAR+ profile at www.sedarplus.ca.
Annual General Meeting Details
The Company announces that its annual meeting of shareholders ('AGM') will be held on
For further information about the AGM, including access to all meeting materials, the Company will post such materials on its website at www.gold-mountain.ca and under the Company's profile on the SEDAR+ website at www.sedarplus.ca.
About Gold Mountain
Gold Mountain is a
Contact:
CEO
Email: IR@gold-mountain.ca
Web: www.gold-mountain.ca
Forward Looking Statements
This news release includes certain 'forward-looking statements' under applicable Canadian securities legislation regarding the ability of the Company to continue as a going concern, the impact of the Debt Settlement on the Company and the results thereof, including that it will allow the Company to address its significant working capital deficiency and provide operating capital to the Company so that it can go forward as a viable going concern, receipt of the regulatory and TSX approval, the removal of all secured debt, elimination of future interest payments and the ability for the Company to restart the mine, thereby significantly improving the Company's financial situation. Forward-looking statements include statements that are based on assumptions as of the date of this news release and are not purely historical including any information relating to statements regarding beliefs, plans, expectations or intentions regarding the future and often, but not always, use words or phrases such as 'expects' or 'does not expect', 'is expected', 'anticipates' or 'does not anticipate', 'plans', 'estimates' or 'intends', or stating that certain actions, events or results 'may', 'could', 'would', 'might' or 'will' be taken, occur or be achieved. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; delay or failure to receive board, shareholder or regulatory approvals; the price of gold and the results of current exploration. There can be no assurance that such statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Gold Mountain disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
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