More update.. 2014-12-15 08:42 ET - News Release
Mr. Augustin Rousselet reports
COMPANY UPDATE AND SHARES ISSUED IN PAYMENT OF INTEREST
Robex Resources Inc. is providing an update on the activity suspension period of the Nampala mine.
Objectives achieved in order to reduce the current expenditure. Continuing to look for investment capital. Improving the current elution system. The implementation of a training plan. Undertaking preparatory work to restart Nampala.
-- Current operating expenditure was drastically reduced in accordance with the objectives of management. Achieving this goal was crucial, as was completing to raise the intermediate capital of $2.5 million announced on October 30, 2014, a first closing of $1.45M was made on November 20, 2014. We are conducting concurrent operations in both the generation cash flow, and reducing expenses. These actions are vital to give us time and the opportunity to successfully raise the complimentary funds of $15 million needed to finance the work and restart the Nampala mine. -- The teams have improved the functioning of the existing elution system. This allows the processing and recovering of the gold that is in the coal that was processed in the previous months faster, and contributes to the generation of cash flow. -- A very consistent training plan was put in place to professionalize all Malian employees of the mine during this period of sub-activity. -- Many maintenance operations are performed continuously at the Nampala mine, such as cleaning, identification, adaptation and improvement of the production processes. -- The Company has already begun preparatory work and engineering studies with companies SOUTEX and IMAGRI in order to restart the mining activities as soon as possible.
This progress is coupled with the implementation of an execution plan for the financial optimization work to restart the mine as soon as possible, once the necessary fund are raised and meanwhile limit the use of available cash.
Otherwise, Robex announces that it reached agreements (the "Unpaid interest Settlement") with the holders of the Corporation's 2013 convertible debentures to convert unpaid interest due on November 21, 2014 into common shares of Robex.
In accordance with the terms of the Unpaid Interest Settlement, Robex will issue 11,940,000 common shares at a deemed price of $0.10 per share in order to settle interest of $1,194,000 due on November 21, 2014 under the Debenture agreement. There will be a hold period of four months and one day on all common shares issued under the Unpaid Interest Settlement. The issuance of the interest shares is subject to regulatory approval and filings.
Approximately 86 % of the common shares (10 255 000 common shares) to be issued in connection with the Unpaid Interest Settlement will be issued to members of the Cohen Family (10,000,000 common shares) and insiders (255,000 common shares). The issuance of these common shares will be considered a "related party transaction" (the "Related party transaction") as defined in Regulation 61-101 - Protection of Minority Security Holders in Special Transactions ("Regulation 61-101") as some insiders are parties of the Unpaid Interest Settlement. However, the Related party transaction is exempt from the evaluation and minority shareholder approval requirements pursuant to the exemptions set out in subsection 5.5(a) and paragraph (a) of subsection 5.7(1)(a) of Regulation 61-101, as neither the fair market of the subject matter of, nor the fair market value of the consideration for, the Related party transaction, will exceed 25% of Robex's market capitalization. In accordance with the Regulation 61-101, Robex will file a material change report on SEDAR in respect to the Related party transaction. It is possible this material change report will not be filed at least 21 days in advance of the anticipated date closing of the Related party transaction. Robex believes a shorter period between this disclosure and the issuance of common shares is reasonable, in light of its need to satisfy its outstanding debts in a timely manner and the relatively small size of the Related party transaction.
We seek Safe Harbor.