CALGARY, AB, Aug. 26, 2024 /CNW/ - Trafigura Pte. Ltd. ("Trafigura") announces today that its subsidiary Urion Holding (Malta) Limited ("Urion"), was issued on August 22, 2024 a secured convertible debenture of Luca in an aggregate principal amount of USD$5,800,000 (approximately CDN$7,889,160 based on the exchange rate provided by the Bank of Canada on August 22, 2024 of 1.3602) (the "Debenture") on the conversion of an outstanding loan to Luca. The Debenture are convertible into common shares in the capital of Luca (the "Common Shares") at a conversion price of CDN$0.35 per Common Share which provides Trafigura, through Urion, with the right to obtain an approximately additional 22,540,457 Common Shares.

Trafigura currently owns an aggregate of 1,825,000 Common Shares, representing 1.1% of the currently issued and outstanding Common Shares of Luca, indirectly through its subsidiary Urion. With the acquisition of the Debenture, Trafigura will have the right to own, after conversion of the Debenture, approximately 22,540,457 Common Shares, representing approximately 11.65% of the issued and outstanding Common Shares (after giving effect to the conversion of the full amount of the Debenture). 

As a result of the acquisition, and after conversion of the Debenture, Trafigura will own approximately 24,365,457 Common Shares, representing approximately 12.48% of the issued and outstanding Common Shares (after giving effect to the conversion of the full amount of the Debenture).

The head office address of Luca is Suite 410-1111 Melville St., Vancouver, British Columbia, V6E 3V6, Canada. The head office of Trafigura is 10 Collyer Quay, #29-01/05 Ocean Financial Centre 049315 Singapore.

This news release is issued pursuant to National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, which also requires a report to be filed containing information with respect to the foregoing matters (the "Early Warning Report"). A copy of the Early Warning Report may be obtained by contacting Trafigura at as set out below.

Trafigura, through Urion, is acquiring the Debenture, and the Common Shares into which the Debenture are convertible, for investment purposes. Depending on market conditions, general economic and industry conditions, trading prices of Luca's securities, Luca's business, financial condition and prospects and/or other relevant factors, Trafigura may, from time to time, develop plans or intentions in the future to acquire additional Common Shares or other securities of Luca or dispose of some or all of the Common Shares or other securities of Luca that it owns at such time. Trafigura currently has no other plans or intentions that relate to or would result in any of the following: the acquisition of additional securities of Luca, or the disposition of securities of Luca; a corporate transaction, such as a merger, reorganization or liquidation, involving Luca or any of its subsidiaries; a sale or transfer of a material amount of the assets of Luca or any of its subsidiaries; a change in the board of directors or management of Luca, including any plans or intentions to change the number or term of directors; a material change in the present capitalization or dividend policy of Luca; a material change in Luca's business or corporate structure; a change in Luca's charter, bylaws or similar instruments or another action which might impede the acquisition of control of Luca by any person or company; a class of securities of Luca being delisted from, or ceasing to be authorized to be quoted on, a marketplace; Luca ceasing to be a reporting issuer in any jurisdiction of Canada; or soliciting proxies from any securityholders of Luca.

About Trafigura

Trafigura operates as a petroleum wholesaler, with a focus on trading oil and petroleum products such as crude, gasoline, fuel oil, natural gas, and biodiesel.

Forward-Looking Statements

Certain statements in this news release, referred to herein as "forward-looking statements", constitute "forward-looking information" under the provisions of Canadian provincial securities laws. These statements can be identified by the use of words such as "expected", "will" or similar terms. Forward-looking statements in this news release include statements relating to Trafigura's future plans regarding Luca.

SOURCE Trafigura Pte. Ltd.