Xander Resources Inc. (TSXV: XND) (the “Company”) is pleased to announce that, further to its news release dated April 30, 2020, it has closed its previously announced non‐brokered private placement (the “Offering”) of 10% unsecured convertible debentures (the “Convertible Debentures”) for total gross proceeds of $75,000 at a price of $1,000 and integral multiples thereof per Convertible Debenture.
The Convertible Debentures will bear interest at 10% per annum (the “Interest”), from the date of issuance (the “Closing”), payable in arrears annually until the earlier of the Maturity Date (as defined below) or the date of any conversion thereof. The Convertible Debentures will mature on the date that is two (2) years from the date of issuance (the “Maturity Date”).
The Convertible Debentures are convertible into common shares in the capital of the Company (each, a “Share”), at the option of the holder, at a price of $0.05 per Share for a period of one year after the Closing and at $0.10 per Share thereafter, as applicable, at any time prior to the Maturity Date, subject to adjustment. At the time of any Interest payment, such Interest may be paid, at the option of the Company, in cash or by the issuance of Shares at the price per Share equal to the Market Price (as defined in the Policies of the TSX Venture Exchange (“TSXV”)), subject to adjustment.
The Company may prepay, in cash, any or all of the Convertible Debentures at any time prior to the Maturity Date upon not less than thirty (30) business days’ prior written notice for an amount equal to the principal amount of the Convertible Debentures then outstanding plus any accrued but unpaid Interest.
The proceeds of the Offering will be used for general working capital purposes and to cover certain operational and general and administrative expenses including those related to legal, accounting and audit services.
Officers of the Company acquired Convertible Debentures in the aggregate principal amount of $14,500 under the Offering, thereby making this portion of the Offering a “related party transaction” as defined in Multilateral Instrument 61‐101 – Protection of Minority Security Holders in Special Transactions (“MI 61‐101”). Accordingly, this portion of the Offering will be exempt from the need to obtain minority shareholder and a formal valuation as required by MI 61‐101 as the Company is listed on the TSXV and the fair market value of the Convertible Debentures to insiders or the consideration paid by insiders of the Company is not expected to exceed 25% of the Company’s market capitalization. No new insiders were created, nor were there any changes of control as a result of the Offering.
The Convertible Debentures and the Shares issuable upon conversion of the Convertible Debentures will be subject to a statutory hold period expiring on the date that is four months and one day after Closing.
The securities of the Company have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “1933 Act”) or any U.S. state securities laws and may not be offered or sold in the United States absent registration or an available exemption from the registration requirement of the 1933 Act and applicable U.S. state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful.
On behalf of the Board of Directors,
Rodney Ireland, Chief Executive Officer