RE:Promissory Note
Woulfe arranges $450,000 note with lender Dundee
2015-03-05 17:53 ET - News Release
Also News Release (C-DC) Dundee Corp
Mr. Michel Gaucher of Woulfe reports
WOULFE MINING RECEIVES LOAN
Dundee Resources Ltd. has agreed to lend Woulfe Mining Corp. $450,000 by way of a promissory note, payable on demand, with an interest rate of 12 per cent per annum. Dundee Resources Ltd. is a wholly owned subsidiary of Dundee Corp., and is a control person, as that term is defined in the Securities Act of British Columbia and Ontario, exercising direction and control over an aggregate of 60,250,380 common shares of the company, representing 16.5 per cent of the issued and outstanding shares, and convertible securities under which a further 80,699,879 common shares may be issued, representing approximately 31.66 per cent of the company's voting securities on a partially diluted basis. As no voting securities of the company are issuable in relation to the note, the ownership position of Dundee as disclosed will remain unchanged.
The proceeds of the note will be used for general working capital purposes and repayment of short-term debt.
As Dundee is a control person to the company, it is a related party to the company within the meaning of Multilateral Instrument 61-101 (protection of minority securityholders in special transactions). As such, the note constitutes a related-party transaction within the meaning of MI 61-101. The note being a simple loan transaction, with no securities being issued, does not fall within the types of transactions listed in paragraphs (a) to (g) of the definition of related-party transaction for which MI 61-101 would require a formal valuation in accordance with Section 5.4 (1) of MI 61-101. As: (A) the note comprises a loan or credit facility obtained on reasonable commercial terms that are not less advantageous to the company than if the loan or credit facility were obtained from a person dealing at arm's length with the company; (B) the note is not convertible into equity or voting securities of the company or a subsidiary of the company; and (C) the note is not repayable as to principal or interest in equity or voting securities of the company or a subsidiary of the company, it falls within an exemption to the minority approval requirement as described in Section 5.7 (1) (f) of MI 61-101.
The independent members of the board of directors approved the borrowing of funds, with each of Mark Goodman and David Whyte abstaining. There are no prior valuations in respect of the company that have been made in the last 24 months or of the note, and neither the board of Woulfe nor its officers are aware of the existence of any such valuation.