VANCOUVER, Feb. 7, 2013 /CNW/ - Amabro Investments Limited ("Amabro") announces it acquired on February 6, 2013, in a private placement, $500,000 aggregate principal amount of secured convertible debentures ("Debentures") of Plains Creek Phosphate Corporation ("Plains Creek") due March 31, 2014. The Debentures bear interest at 10% per annum. Every $1,000 principal amount of Debentures is convertible at any time, at Amabro's option: (a) initially, into 10,000 common shares of Plains Creek ("Common Shares") at a price of $0.10 per share; and (b) in the event of a share consolidation by Plains Creek, at a conversion price per share equal to the greater of (i) $0.01 per share times the consolidation ratio, and (ii) the minimum allowable conversion price of $0.10 per share under the policies of the TSX Venture Exchange. At the time of Debenture conversion, any and all accrued interest is also convertible at Amabro's option into Common Shares at the applicable conversion price.
In connection with the issuance of the Debentures, Plains Creek agreed to use its best efforts to cause a Common Share consolidation to become effective on a 20-to-1 basis on or prior to March 31, 2013 (the "Proposed Consolidation").
Assuming Amabro were to fully convert its $500,000 aggregate principal amount of Debentures (but none of the interest) then:
- if such conversion and exercise were to occur before the Proposed Consolidation became effective, Amabro would acquire 5,000,000 Common Shares upon conversion of the Debentures, representing approximately 1.2% of the then outstanding Common Shares; and
- if such conversion and exercise were to occur after the Proposed Consolidation became effective, Amabro would acquire 2,500,000 post-consolidation Common Shares upon conversion of the Debentures, representing approximately 11.4% of the then outstanding post-consolidation Common Shares.
Amabro acquired the Debentures for investment purposes and continues to monitor the business, prospects, financial condition and potential capital requirements of Plains Creek. Depending on its evaluation of these and other factors, Amabro may from time to time in the future increase or decrease its ownership, control or direction over the common shares or other securities of Plains Creek through market transactions, private agreements, subscriptions from treasury or otherwise.
SOURCE: Amabro Investments Limited
For further information:
For further information, including a copy of the corresponding report filed with Canadian securities regulators, contact:
Mr. Vardan Amaryan
+7 495 988 0010
P.O. Box 3469
Geneva Place, Waterfront Drive
Road Town, Tortola
British Virgin Islands