/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.
Closing
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.