/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/
CALGARY, May 29, 2017 /CNW/ - Softrock Minerals Ltd ("Softrock" or the "Company") today announced that it intends to sell by way of private placement up to $100,000 aggregate principal amount of 5.0% convertible unsecured subordinated debentures (the Debentures") (the "Offering"). The proceeds of the Offering will be used to expand lithium and oil and gas holdings and for general corporate purposes. Over 55% of the offering will be taken up by the present Softrock directors.
It is anticipated that closing of the Offering will occur on or about June 15, 2017. Completion of the Offering is subject to certain conditions including the receipt of all necessary regulatory approvals, including listing on the TSX Venture Exchange (the "TSX") of the common shares which may be issued on conversion of the Debentures. The Debentures and the common shares issuable upon conversion thereof will be subject to a hold period of four months and a day from the closing date.
The Debenture Terms
The Debentures will be due 12 months from the date of issuance (the "Maturity Date") and bear interest at 5.0% per annum payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each year, commencing June 30, 2017.
The Debentures will be unsecured and payment of the principal and interest on the Debentures will be subordinated and postponed in right or payment to all senior indebtedness of Softrock.
The Debentures will be convertible into fully paid and non-assessable common shares of the Company at the option of the holder at any time prior to the close of business on the Maturity Date at a conversion price of $0.05 (the "Conversion Price") per common share. Holders converting their Debentures will receive accrued and unpaid interest thereon in cash for the period from the date of the last interest payment to the date of conversion. Assuming the Offering is fully subscribed, an aggregate of 2 million common shares will be issuable upon conversion of the Debentures, representing approximately 9% of the currently issued and outstanding common shares of the Company.
The Debentures will not be redeemable other than in certain circumstances in connection with a change of control.
On maturity, Softrock may, at its option, subject to regulatory approval, elect to satisfy its obligations to repay the principal of the Debentures then maturing by issuing and delivering that number of freely tradable common shares of Softrock obtained by dividing such principal by 95% of the weighted average trading price of the common shares on the TSX Venture Exchange (or such other stock exchange or over-the-counter market the common shares are then listed on) for the 20 consecutive trading days ending five trading days prior to the date fixed for maturity.
The securities offered have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in certain transactions exempt from the registration requirements of the U.S. Securities Act.
ADVISORY: This press release contains forward looking statements. More particularly, this press release contains statements concerning the anticipated closing date of the Offering and the anticipated use of the proceeds of the Offering. Although Softrock believes that the expectations reflected in these forward looking statements are reasonable, undue reliance should not be placed on them because Softrock can give no assurance that they will prove to be correct. Since forward looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. The closing of the Offering could be delayed if Softrock is not able to obtain the necessary regulatory and stock exchange approvals on the timelines it has planned. The Offering will not be completed at all if these approvals are not obtained or some other condition to the closing is not satisfied. Accordingly, there is a risk that the Offering will not be completed within the anticipated time or at all. The intended use of the proceeds of the Offering by Softrock, might change if the board of directors of Softrock determines that it would be in the best interests of Softrock to deploy the proceeds for some other purpose.
The forward looking statements contained in this press release are made as of the date hereof and Softrock undertakes no obligations to update publicly or revise any forward looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.
SOURCE Softrock Minerals Ltd.
For further information: PLEASE CONTACT: The Honourable Nick Taylor, President and Chief Executive Officer, Softrock Minerals Ltd., Telephone: (403) 266-2605, Email: email@example.com, TSXV: SFT