TORONTO, Sept. 7, 2016 /CNW/ - Trans Oceanic Minerals Company Ltd. ("TOMCL") announces that it has entered into a debt conversion agreement with Kerr Mines Inc. ("Kerr Mines") pursuant to which TOMCL has agreed to acquire 10,000,000 common shares of Kerr Mines (the "Settlement Shares") in settlement of $1,576,318 owing to TOMCL in connection with amounts incurred by TOMCL with respect to the restructuring efforts of the Company up to June 30, 2016. In addition, TOMCL will be converting $1,350,000 of the outstanding principal amount of a convertible promissory note previously issued by Kerr Mines to TOMCL into 27,000,000 common shares of Kerr Mines (the "Conversion Shares"). The issuance of the Settlement Shares is subject to final approval of the Toronto Stock Exchange.
Taking into account certain additional common shares which are proposed to be issued prior to or concurrently with the issuance of the Settlement Shares and the Conversion Shares as announced by Kerr Mines, the Settlement Shares and the Conversion Shares will represent approximately 19.4% of the 190,968,865 issued and outstanding common shares immediately upon the issuance thereof.
TOMCL does not currently own any Common Shares or warrants of Kerr Mines. Upon the issuance of the Conversion Shares and the Settlement Shares, TOMCL will also hold an amended and restated grid promissory note issued by Kerr Mines in the principal amount of US$1,000,000, convertible at a price of C$0.065 per share and an amended and rested promissory note issued by Kerr Mines in the principal amount of US$2,054,570, convertible at a price of C$0.90 per share. Certain joint actors of TOMCL and affiliates of such joint actors (collectively with TOMCL, the "TOMCL Group") own an additional 9,381,333 Common Shares and warrants (the "TOMCL Group Warrants") to purchase an additional 2,666,667 Common Shares.
Upon the issuance of the Conversion Shares and the Settlement Shares, and taking into account the additional Common Shares which are proposed to be issued prior to or concurrently therewith, the TOMCL Group will collectively own 46,381,333 Common Shares, representing approximately 24.3% of the then outstanding Common Shares.
If all of the TOMCL Group Warrants and the TOCML promissory notes were to be exercised and converted, the TOMCL Group would collectively own 72,059,028 Common Shares, representing approximately 33.3% of the then outstanding Common Shares (assuming an exchange rate of US$1.00 = C$1.3019).
TOMCL is acquiring the Conversion Shares and the Settlement Shares for investment purposes in settlement of debts and conversion of its promissory note. TOMCL and its joint actors will continue to monitor the business, prospects, financial condition and potential capital requirements of Kerr Mines. Depending on their evaluation of these and other factors, TOMCL and/or its joint actors may from time to time in the future increase or decrease their direct or indirect ownership, control or direction over the Common Shares or other securities of Kerr Mines through market transactions, private agreements, subscriptions from treasury or otherwise.
SOURCE Trans Oceanic Minerals Company Ltd.
For further information: For further information, including a copy of the corresponding report filed with Canadian securities regulators, contact: Trans Oceanic Minerals Company Ltd., Fahad Al Tamimi, C/O Saudi Consulting Services Co., Prince Abdulaziz Bin Mousaid Bin Jalwi Street, Sulaimaniah District, P.O. Box 2341, Riyadh 11451, Kingdom of Saudi Arabia