Ms. Mary Ma
reports
PEAK DISCOVERY PROPOSES PRIVATE PLACEMENT AND DEBT SETTLEMENTS
Peak Discovery Capital Ltd. will be conducting a non-brokered private placement of up to 1,428,571 units at a price of seven cents per unit, raising gross proceeds of up to $100,000 from arm's-length investors. Each unit will consist of one common share and one common share purchase warrant. Each warrant will be exercisable for one additional common share at a price of 10 cents per share for a period of five years from the date of issuance. The net proceeds of the offering will be used to pursue new business opportunities and for general working capital.
The securities underlying the units will be subject to a hold period legend prohibiting resale for four months and one day from the date of their issuance. The terms of the offering are subject to the applicable securities laws and the acceptance of the TSX Venture Exchange. The company may pay finders' fees in connection with the offering to qualifying arm's-length finders, in accordance with the policies of the TSX-V.
The company has also arranged debt settlements with certain directors, officers and arm's-length creditors:
- The company has outstanding debts of up to $147,000 owing to the related parties of the company. The related parties have agreed to convert between 50 per cent and 100 per cent of the related party debt into equity of the company through the issuance of common shares at a deemed price of seven cents per share. At full conversion, up to 2.1 million shares may be issued.
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The company also has outstanding debts of up to $97,000 owing to arm's-length creditors. The company has agreed to settle this debt through the issuance of up to 1,385,714 units of the company at a deemed price of seven cents per unit. Each debt settlement unit will consist of one common share and one share purchase warrant. These warrants carry the same terms as the warrants for the offering.
The terms of the debt settlements are subject to the applicable securities laws and the acceptance of the TSX-V.
All shares issued will be subject to resale restrictions for a period of four months and one day from their date of issuance. The offering and the debt settlements were approved by the independent directors of the company.
The portion of the debt settlements with the insider creditors of the company constitute related party transactions for the purposes of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions, but the company is relying on the exemption from the formal valuation requirement in MI 61-101 provided under Section 5.5(b) of MI 61-101 on the basis that the company's shares are not listed on any of the specified markets listed in MI 61-101. The debt settlements with insiders are also exempt from the majority of the minority approval requirement in MI 61-101 under Section 5.7(1)(b) of MI 61-101 on the basis that the fair market value of the insiders' debt settlements is less than $2.5-million and the debt settlements with insiders were approved by all of the independent directors of the company.
About Peak Discovery Capital Ltd.
The company's principal business is the identification and evaluation of assets or businesses for future mergers and acquisitions.
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