VANCOUVER, BC / ACCESSWIRE / September 11, 2023 / BeMetals Corp. (TSXV:BMET) (OTCQB:BMTLF) (Frankfurt:1OI.F) (the "Company" or "BeMetals") is pleased to report it has closed its previously announced private placement of C$3,300,000 (the "Offering") by issuing a C$3,300,000 convertible debenture (the "Debenture") to strategic investor B2GoldCorp. (TSX: BTO, NYSE American: BTG, NSX: B2G) ("B2Gold"). B2Goldfunded its subscription in the Offering by applying the principal amount of the previously issued C$1,750,000 bridge loan and by providing an additional C$1,550,000 of new investment.
John Wilton, President and CEO of BeMetals stated, "We are pleased to have closed this financing with B2Gold following strong support by the Company's shareholders at our annual and special meeting held on September 6, 2023. Field operations have commenced at our Todoroki Gold-Silver Project in Hokkaido, Japan and diamond drilling is expected to begin there shortly. In addition, we are currently conducting a substantial aircore and follow-up core drilling phase of exploration at our Pangeni Copper Project in Zambia. New drilling results from these projects should be received and released in the coming months."
At BeMetals' recent annual and special meeting, all proposed resolutions were passed including 100% of the votes by disinterested shareholders approving the creation of B2Gold as a new "control person" of the Company (as such term is defined by the policies of the TSX Venture Exchange) and 100% of the votes by minority shareholders approving the Offering pursuant to Multilateral Instrument 61-101 requirements.
The Debenture matures on September 8, 2028 and bears an interest rate of 7% per annum calculated and compounded annually in arrears on each anniversary date. The principal amount of the Debenture is convertible into common shares of BeMetals ("Common Shares") at the option of the holder at any time on or before the maturity date at a price of $0.25 per Common Share. Accrued interest on the Debenture is convertible into Common Shares at the option of the holder on the maturity date at a price per Common Share that is the greater of $0.25 and market price at the time of conversion (subject to prior approval by the TSX Venture Exchange). The Debenture, and any accrued interest thereon, is repayable by the Company in part or in full at any time without penalty. The proceeds of the Offering will be used for continued exploration of the Company's portfolio of gold projects in Japan and its copper project in Zambia, as well as for general working capital. The Debenture, and the Common Shares that can be acquired on conversion thereof, are subject to a hold period ending on January 9, 2024. The Company is not paying any bonuses, finder's fees, commissions, or transaction fees with regards to the Offering.
Immediately following closing of the Offering, B2Gold owns 33,276,115 Common Shares representing 18.76% of the issued and outstanding Common Shares on a non-diluted basis and up to 24.39% on a partially diluted basis assuming the conversion of the principal amount of the Debenture into up to 13,200,000 Common Shares.
Repayment of Bridge Loan
As announced on August 1, 2023, the Company received a C$1,750,000 unsecured bridge loan (the "Bridge Loan") from B2Gold.The principal amount of the Bridge Loan was applied as partial subscription funds for the Offering, therefore the principal amount of the Bridge Loan has been repaid in full.
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