TORONTO, Nov. 28 /CNW/ - The Company is pleased to announce that its
major shareholder, Cencan S.A., has agreed to extend an unsecured loan of
US$4.5 million to the Company in order that the Company has sufficient funds
to meet its anticipated expenditure for the foreseeable future, including
consulting and legal fees and administrative and compliance expenses.
The relevant terms of the loan are:
1. Repayment shall be by April 30 2009;
2. Interest on the loan shall be charged at US$ LIBOR plus 275 basis
points per annum;
3. At any time while the loan is outstanding the Company has the right
to repay the loan on 30 days notice;
4. If, at any time while any amount of the loan is outstanding, the
Company makes any acquisition of funds, the amount owing equal to the
amount of funds acquired shall immediately become due and payable;
5. The loan is not secured against any assets of the Company and is not
(a) convertible, directly or indirectly, into equity or voting
securities of the Company or otherwise participating in nature, or
(b) repayable as to principal or interest, directly or indirectly,
in equity or voting securities of the Company.
The Board of Directors have unanimously resolved that the proposed loan
is in the best interests of the Company and that the commercial terms of the
loan are not less advantageous to the Company than if the loan was obtained
from an arm's length party. The loan constitutes a related party transaction
under Ontario Securities Commission Rule 61-501 (the "Rule") and is exempt
from the requirement to obtain minority approval under the Rule pursuant to
Item 7 of Section 5.7 of the Rule.
The loan is a further demonstration of the commitment of the Company's
major shareholder in support of the Company and its activities.
The TSX Venture exchange has neither approved nor disapproved the
contents of this news release.
For further information:
For further information: Archangel Diamond Corporation, Toronto, Tel:
(416) 423-1600, firstname.lastname@example.org