DAN: TSX-V (Canada)
JE9N: FSE (Germany)
DRRSF: OTCQX (USA)
SAGUENAY, QC, Oct. 17,
2024 /CNW/ - Arianne Phosphate (the "Company" or
"Arianne") (TSXV: DAN) (OTCQX: DRRSF) (FRANKFURT: JE9N), a
development-stage phosphate mining company, advancing the Lac à
Paul project in Quebec's
Saguenay-Lac-Saint-Jean region is pleased to announce that it has
received final acceptance from the TSX Venture Exchange for its
previously announced financing by way of an unsecured convertible
debenture from a global mining company (the "Strategic Investor").
Please refer to the news release of October
10, 2024 for more details about the investment.
Investment Terms
Under the terms of the investment, the Strategic Investor
purchased a convertible debenture in the principal amount of
approximately C$3.8 million, that
matures in three years and bears interest at 9.5% per annum.
Interest payments are added to the principal amount of the
convertible debenture, and as a result, no amounts are required to
be repaid by Arianne until the maturity of the instrument. The
Strategic Investor has the option, at any time, to convert (i) the
principal amount of the convertible debenture at a price of
C$0.35 per common share (the
"Conversion Price"), and (ii) the accrued interest thereon at a
price per share equal to the greater of (a) the Conversion Price
and (b) the market price at the time the accrued interest is
converted, as determined in accordance with the rules of the TSX
Venture Exchange. Upon the Strategic Investor reaching an ownership
of at least 3.0% of the issued and outstanding common shares of
Arianne (either through conversion, open market purchase or
otherwise), the Company will enter into an investor rights
agreement with the Strategic Investor that will provide customary
participation and top-up rights and a board nomination right.
The Conversion Price of the convertible debenture is subject to
adjustments, including in the event that the Company issues a
convertible debenture or other similar debt-like instrument
convertible into common shares to any person (other than the
Strategic Investor or its affiliates) pursuant to a transaction
that is not a common share reorganization, rights offering or
capital reorganization (a "Third Party Debenture Issuance"), in any
such case at an effective conversion or exercise price (net of all
fees and commissions associated with such subscription) (the "Third
Party Debenture Issuance Price") that is less than the Conversion
Price applicable at the time of such issuance, in which case, upon
closing of such Third Party Debenture Issuance: (i) the Conversion
Price for the principal amount shall automatically be adjusted
downwards to the greater of: (a) the Third Party Debenture Issuance
Price; and (b) $0.19, and (ii) the
conversion price for the accrued interest shall be equal to the
market price at the time such amounts are converted into common
shares, as determined in accordance with the rules of the TSX
Venture Exchange, subject to the application of Policy 4.3 –
Shares for Debt of the TSX Venture Exchange.
The convertible debenture purchased by the Strategic Investor is
subject to a four-month hold period under applicable Canadian
securities laws ending on February 11,
2025.
About Arianne Phosphate:
Arianne Phosphate Inc.
(www.arianne-inc.com) is developing the Lac à Paul phosphate
deposits located approximately 200 km north of the Saguenay/Lac St.
Jean area of Quebec, Canada.
These deposits will produce a high-quality igneous apatite
concentrate grading 39% P2O5 with little or
no contaminants ("Feasibility Study to Produce 3Mtpy of High Purity
Apatite Concentrate at the Lac a Paul Project, Québec, Canada" released on November 13, 2013). The Company has 202,890,210
shares outstanding.
Qualified Person
Raphael Gaudreault, eng., Qualified Person by NI
43-101, has approved the technical disclosure in this release. Mr.
Gaudreault is also the Company's Chief Operating Officer.
Neither TSX Venture Exchange nor its
Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for
the adequacy or accuracy of this release.
Follow Arianne
on:
Facebook: https://www.facebook.com/ariannephosphate
Twitter: http://twitter.com/arianne_dan
YouTube: http://www.youtube.com/user/ArianneResources
Flickr: http://www.flickr.com/photos/arianneresources
Resource Investing
News: http://resourceinvestingnews.com/?s=Arianne
This news release does not constitute an offer to sell or a
solicitation of an offer to buy any securities in the United States. The security and the
securities into which they are convertible have not been and will
not be registered under the United States Securities Act of 1933,
as amended (the "U.S. Securities Act"), or any state securities
laws and may not be offered or sold within the United States or to U.S. Persons absent
registration under, or an applicable exemption from the
registration requirements of, the U.S. Securities Act and
applicable state securities laws.
Cautionary Statements Regarding Forward-Looking
Information
This news release contains "forward-looking statements"
and "forward-looking information" within the meaning of applicable
securities regulations in Canada
and the United States
(collectively, "forward-looking information"). Forward-looking
information includes, but is not limited to, information relating
to the investment. Often, but not always, forward-looking
information can be identified by the use of words such as "plans",
"expects, "is expected", "budget", "scheduled", "estimates",
forecasts", "intends", "anticipates", or "believes", or the
negatives thereof or variations of such words and phrases or
statements that certain actions, events or results "may", "could",
"would", "might", or "will" be taken, occur or be achieved.
Forward-looking information is subject to known and unknown risks,
uncertainties and other factors that may cause the actual results,
level of activity, performance or achievements of the Company to be
materially different from those expressed or implied by such
forward-looking information, including but not limited to: volatile
stock price; risks related to changes in commodity prices; sources
and cost of power facilities; the estimation of initial and
sustaining capital requirements; the estimation of labor and
operating costs; the general global markets and economic
conditions; the risk associated with exploration, development and
operations of mineral deposits; the estimation of mineral reserves
and resources; the risks associated with uninsurable risks arising
during the course of exploration, development and production; risks
associated with currency fluctuations; environmental risks;
competition faced in securing experienced personnel; access to
adequate infrastructure to support mining, processing, development
and exploration activities; the risks associated with changes in
the mining regulatory regime governing the Company; completion of
the environmental assessment process; risks related to regulatory
and permitting delays; risks related to potential conflicts of
interest; the reliance on key personnel; financing, capitalization
and liquidity risks including the risk that the financing necessary
to fund continued exploration and development activities at Lac à
Paul project may not be available on satisfactory terms, or at all;
the risk of potential dilution through the issue of common shares;
the risk of litigation. Forward-looking information is based on
assumptions management believes to be reasonable at the time such
statements are made, including but not limited to, continued
exploration activities, no material adverse change in commodity
prices, exploration and development plans proceeding in accordance
with plans and such plans achieving their stated expected outcomes,
receipt of required regulatory approval, and such other assumptions
and factors as set out herein. Although the Company has attempted
to identify important factors that could cause actual results to
differ materially from those contained in the forward-looking
information, there may be other factors that cause results not to
be as anticipated, estimated or intended. There can be no assurance
that such forward-looking information will prove to be accurate, as
actual results and future events could differ materially from those
anticipated in such forward-looking information. Accordingly,
readers should not place undue reliance on forward-looking
information. Forward-looking information is made as of the date of
this press release, and the Company does not undertake to update
such forward-looking information except in accordance with
applicable securities laws.
SOURCE Arianne Phosphate Inc.