Shares for Debt Transactions
Toronto, Ontario – November 08, 2022 – PPX Mining Corp. (the “Company” or “PPX”) announces that it has entered into binding commitments with certain arm’s length and non‑arm’s length creditors of the Company to settle US$2,194,017 of outstanding debt (the “Debt Settlement”) through the issuance of common shares of the Company (“Common Shares”). Recognizing the need to preserve capital and improve the Company’s working capital, the Company has agreed issue an aggregate of 108,700,842 Common Shares at a deemed issue price of C$0.0273 (US$0.02) per Common Share pursuant to the Debt Settlement, representing a 36.5% premium to today’s closing price.
The Debt Settlement is subject to the approval of the TSX Venture Exchange (the “Exchange”) and execution of definitive debt settlement agreements. All Common Shares to be issued will be subject to a hold period expiring on the date that is four months and one day after the date of issuance, in accordance with applicable securities laws and the policies of the Exchange.
Post-transaction, one of the creditors under the Debt Settlement, will own approximately 33.5% of the Common Shares and will therefore be a Control Person of the Company as defined in the policies of the Exchange. Consequently, the issuance of Common Shares to this creditor is subject to disinterested shareholder approval.
The participation of certain creditors in the Debt Settlement constitutes “related party transactions” under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company is relying upon exemptions from the formal valuation and minority shareholder approval under MI 61-101 in respect of the participation of these creditors in the Debt Settlement, in reliance on Sections 5.5(g) and 5.7(1)(e) of MI 61-101, respectively, as the Company considers to meet its requirements as set out in MI 61-101. The directors of the Company approved the Debt Settlement, with interested directors declaring their interest and abstaining from voting on the consent resolutions. No materially contrary view or abstention was expressed or made by any director of the Company in relation thereto.
About PPX Mining Corp:
PPX Mining Corp. (TSX.V: PPX.V, BVL: PPX) is a Canadian-based mining company with assets in northern Peru. Igor, the Company’s 100%-owned flagship gold and silver project, is located in the prolific Northern Peru gold belt in eastern La Libertad Department.
On behalf of the Board of Directors Brian Imrie
Executive Chairman
82 Richmond Street East, Toronto,
M5C 1P1, Ontario, Canada
416-361-0737
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Cautionary Statement:
This press release contains forward-looking information and forward-looking statements (collectively, “forward-looking statements”) as such terms are defined by applicable securities laws, including, but not limited to statements regarding the completion of the Debt Settlement, the anticipated effect on the securities of the Company held by the creditors, shareholder approval and regulatory approval of the Debt Settlement. Forward-looking statements are statements that relate to future events. In this context, forward-looking statements often address expected future business and financial performance and often contain words such as “anticipate,” “believe,” “plan,” “estimate,” “expect,” and “intend,”, statements that an action or event “may,” “might,” “could,” “should,” or “will” be taken or occur, or other similar expressions. Forward-looking statements are subject to a number of known and unknown risks and uncertainties, many of which involve factors or circumstances that are beyond the Company’s control, and the Company’s actual results could differ materially from those stated or implied in forward-looking statements due to many various factors. Such uncertainties and risks include, among others, delays in obtaining or inability to obtain required regulatory and shareholder approvals in connection with the Debt Settlement. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee that the events and circumstances reflected in the forward-looking statements will be achieved or occur. The timing of events and circumstances and actual results could differ materially from those projected in the forward-looking statements. Accordingly, one should not place undue reliance on forward- looking statements. All forward-looking statements contained in this press release are made as of today’s date, and the Company undertakes no obligation to update or publicly revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless required by law.