TORONTO, March 27, 2019 (GLOBE NEWSWIRE) -- Mr. Charles Koppel, Executive Chairman and Chief Executive Officer of Samco Gold Limited (the “Company”), announces that he has acquired “beneficial ownership” (as that term is defined under National Instrument 62-104 - Take-over Bids of the Canadian Securities Administrators (“NI 62-104”)) of additional common shares in the capital of the Company (“Common Shares”) pursuant to the provision of, and an initial draw on, a six-month US$450,000 convertible credit facility to the Company, bearing interest at 12% per annum (the “Facility”). The Company drew US$100,000 on the Facility on March 25, 2019. The Facility is described in a news release of the Company dated March 22, 2019.
Interest is payable on the entire amount and for the full term of the Facility in advance at any time while any draw-down under the Facility is outstanding, upon demand by Mr. Koppel. Interest may be paid in cash or, at the option of Mr. Koppel, in Common Shares at a price equal to the five-day volume-weighted average trading price for the Common Shares on the TSX Venture Exchange (“TSXV”) for the five-trading day period ending on the trading day prior to the day the interest share election is made. The principal amount of the Facility is convertible into Common Shares at a conversion price of CDN$0.05, translated from United States dollars to Canadian dollars at the prevailing interest rate, but which rate shall not be less than CDN$1.3366 per US$1.00, being the daily average rate of exchange for United States dollars in terms of Canadian dollars, as promulgated by the Bank of Canada on March 21, 2019.
Immediately prior to the provision of and initial draw on the Facility, Mr. Koppel held 31,176,918 Common Shares directly, and had indirect control over 7,623,085 Common Shares through Samco Investments Limited, representing approximately 46.94% of the issued and outstanding Common Shares (excluding conversion of any convertible securities). Mr. Koppel also directly held 1,223,925 options (the “Options”) prior to the initial draw, which are convertible into 1,223,925 Common Shares. If Mr. Koppel were to have exercised all of his Options, and assuming no other new issuances of Common Shares at or prior to such time, then Mr. Koppel would have held “beneficial ownership” (as that term is defined in NI 62-104) of an aggregate of 40,023,928 Common Shares, or approximately 47.71% of the issued and outstanding Common Shares on a partially diluted basis prior to any draw under the Facility.
Upon the initial draw of US$100,000 under the Facility, by virtue of being able to elect to be paid the full amount of interest for the term of the Facility in advance in Common Shares and to convert the principal amount drawn thereunder, Mr. Koppel has “beneficial ownership” (as that term is defined in NI 62-104) of a total of approximately 43,444,598 (or approximately 49.76%) of the issued and outstanding Common Shares, at an indicative exchange rate of CDN$1.3366 = US$1.00.
If the Company drew the full US$450,000 amount of the Facility, by virtue of being able to elect to be paid the full amount of interest for the term of the Facility in advance in Common Shares and to convert the principal amount drawn thereunder, Mr. Koppel would have “beneficial ownership” (as that term is defined in NI 62-104) of a total of 52,800,798 (or approximately 54.63%) of the issued and outstanding Common Shares, at an indicative exchange rate of CDN$1.3366 = US$1.00.
The ownership percentages expressed above are based upon the Company having 82,657,687 Common Shares outstanding as at the date hereof. The actual amount of Common Shares to which Mr. Koppel is entitled is dependent upon prevailing exchange rates for United States dollars in terms of Canadian dollars.
Mr. Koppel acquired the Common Shares for investment purposes, and to provide the Company with working capital and general corporate purposes while it is seeking new business opportunities. Mr. Koppel will continue to monitor the business, prospects, financial condition and potential capital requirements of the Company and, depending on the evaluation of these and other factors, may in the future and from time to time increase or decrease his direct or indirect ownership, control or direction over Common Shares or other securities of the Company through market transactions, private agreements, subscriptions from treasury or otherwise. Any additional draws under the Facility, which draws can be made at the Company’s discretion, will result in Mr. Koppel acquiring “beneficial ownership” of Common Shares by virtue of being able to convert the principal amount of any such additional draw.
The Facility and the issuance of any Common Shares issuable thereunder is subject to the approval of the TSXV.
For further information, or to obtain a copy of the associated Early Warning Report, please contact:
Charles Koppel
Executive Chairman and Chief Executive Officer
Phone: +44 (0) 20 7647 2532
Email: ck@samcogold.com
Address: 3 Hanover Square, 4th Floor
London, England
United Kingdom
W1S 1HD