Extension of Maturity Date of Loan Facility, Conversion of Director Fees and Filing of Amended Financial Statements and MD&A ...
November 17 2020 - 10:04PM
Patagonia Gold Corp. (“Patagonia” or the “Company”) (TSXV: PGDC)
announces it has entered into an agreement with Cantomi Uruguay
S.A. (“Cantomi”) to extend the maturity of the Cantomi Loan (as
defined below) to December 31, 2022. Cantomi provided a US$15
million loan facility at 5% interest per annum (the “Cantomi
Loan”), which was to mature on March 31, 2021. Other than the
extension of the maturity date to December 31, 2022, all other
terms of the Cantomi Loan remain unchanged. The Company also agreed
to extend the maturity date of its bank indebtedness, being its
operating lines of credit, from January 31, 2021 to December 31,
2021. Other than the extension of the maturity date to December 31,
2021, all other terms of the operating lines of credit will remain
unchanged.
Patagonia has agreed to settle a total of
US$30,000 and £74,000 of debt owed to certain directors of the
Company for director fees for the period July 2019 to September
2020 and former directors of its wholly-owned subsidiary to whom
director fees are owed for the period July 2016 to July 2019 (the
“Outstanding Fees”). The Company will settle the Outstanding Fees
(the “Director Fee Conversion”) by issuing a total of 1,201,111
common shares (“Shares”) of the Company at a deemed price of $0.14,
being the closing price of the Shares on the TSX Venture Exchange
(the “TSXV”) on the trading day prior to the date of such
agreement. Completion of the Director Fee Conversion is subject to
approval of the TSXV and the Shares issued in connection with the
Director Fee Conversion will be subject to a four-month hold period
in accordance with applicable securities legislation.
The extension of the maturity date of the
Cantomi Loan is a “related party transaction” under Multilateral
Instrument 61-101 – Protection of Minority Security Holders in
Special Transactions (“MI 61-101”) because Cantomi
is a related party since it is owned and controlled by the Chairman
of the Company’s board of directors (the “Board”). Pursuant to
Section 5.5(b) and 5.7(1)(f) of MI 61-101, the Company is exempt
from obtaining a formal valuation and approval of the Company’s
minority shareholders because the Shares trade on the TSXV and the
Cantomi Loan does not have an equity or voting component and is on
reasonable commercial terms that are not less advantageous to the
Company than if the Cantomi Loan was obtained from an arm’s length
party.
The Director Fee Conversion is also a “related
party transaction” under MI 61-101 because it involves directors of
the Company. Pursuant to Section 5.5(b) and Section 5.7(a) of MI
61-101, the Company is exempt from obtaining a formal valuation and
approval of the Company’s minority shareholders because the Shares
trade on the TSXV and the aggregate fair market value of the
consideration of the Director Fee Conversion does not exceed 25% of
the Company’s market capitalization as determined in accordance
with MI 61-101.
Patagonia also announces that it has filed
restated condensed interim consolidated financial statements and
MD&A for the interim period ended March 31, 2020 (the “Q1 2020
Filings”) and restated audited annual consolidated financial
statements and MD&A for the year ended December 31, 2019 (the
“2019 Filings”), which are available on the Company’s profile on
SEDAR at www.sedar.com. Subsequent to the issuance of financial
statements and MD&A for the interim period ended March 31, 2020
on July 14, 2020 and the issuance of the audited financial
statements and MD&A for the annual period ended December 31,
2019 on June 15, 2020 on SEDAR at www.sedar.com, the Company
determined that changes were appropriate in order for the Company
to improve its disclosure to better comply with the requirements of
the United States Securities and Exchange Commission (the “SEC”)
that were applicable at the time of such filings.
Although there were no changes to any of the
numbers in the financial statements themselves, the Q1 2020 Filings
reflect an updated subsequent events note (Note 27) and amendments
to the MD&A (Item 2) to include discussion of the segmented
results of operations and the discussion of the properties was
updated to comply with SEC Industry Guide 7, and the 2019 Filings
reflect the following amendments: the section on properties (Item
2) was updated to comply with SEC Industry Guide 7; the MD&A
(Item 7) was updated to include discussion of the segmented results
of operations; in the executive compensation section (Item 11), the
summary compensation and outstanding stock option disclosure for
the officers was improved; the disclosure regarding beneficial
ownership of directors and officers (Item 12) was improved; the
disclosure regarding related transactions (Item 13) was improved
and the subsequent events note (Note 29) was updated. The Q1 2020
Filings and the 2019 Filings replace and supersede the previously
filed financial statements and MD&A for such periods filed on
July 14, 2020 and June 15, 2020, respectively.
About Patagonia Gold
Patagonia Gold Corp. is a mining and development
company listed on the TSX Venture Exchange. The Company seeks to
grow shareholder value through exploration and development of gold
and silver projects in the Patagonia region of Argentina. The
Company is primarily focused on the Calcatreu project in Rio Negro
and the development of the Cap-Oeste underground project.
Patagonia, indirectly through its subsidiaries or under option
agreements, has mineral rights to over 365 properties in several
provinces of Argentina and Chile and is one of the largest
landholders in the province of Santa Cruz, Argentina.
For more information, please
contact:
Dean StuartT: 403 617 7609E:
dean@boardmarker.net
Christopher van TienhovenChief Executive
OfficerE: cvantienhoven@patagoniagold.com
FORWARD-LOOKING STATEMENTS
This news release contains certain
forward-looking statements, including, but not limited to,
statements with respect to the extension of the operating lines of
credit and Director Fee Conversion, and the Company’s future plans
and intentions. Wherever possible, words such as “may”, “will”,
“should”, “could”, “expect”, “plan”, “intend”, “anticipate”,
“believe”, “estimate”, “predict” or “potential” or the negative or
other variations of these words, or similar words or phrases, have
been used to identify these forward-looking statements. These
statements reflect management’s current beliefs and are based on
information currently available to management as at the date
hereof.
Forward-looking statements involve significant
risk, uncertainties and assumptions. Many factors could cause
actual results, performance or achievements to differ materially
from the results discussed or implied in the forward-looking
statements. These factors should be considered carefully and
readers should not place undue reliance on the forward-looking
statements. Although the forward-looking statements contained in
this news release are based upon what management believes to be
reasonable assumptions, the Company cannot assure readers that
actual results will be consistent with these forward-looking
statements. These forward-looking statements are made as of the
date of this news release, and the Company assumes no obligation to
update or revise them to reflect new events or circumstances,
except as required by law.
Neither the 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.
Patagonia Gold (TSXV:PGDC)
Historical Stock Chart
From Jun 2024 to Jul 2024
Patagonia Gold (TSXV:PGDC)
Historical Stock Chart
From Jul 2023 to Jul 2024