Ceylon Graphite Corp. (“Ceylon” or the
“Company”) (TSX-V: CYL) (OTC: CYLYF) (FSE: CCY) is pleased to
announce it has closed a non-brokered private placement of
C$365,000 (the “Financing”) of 9% senior secured
convertible debenture units of the Company (the “Debenture
Units”). The net proceeds from the Financing shall be used
for operating expenses for the Company’s mining projects and
deposits for the renewal of mining licenses in Sri Lanka, and for
working capital and general corporate purposes.
Each Debenture Unit consists of: (i) C$1,000
principal amount of 9% senior secured convertible debenture of the
Company (each, a “Debenture”); and (ii) 20,000
common share purchase warrants of the Company (each, a
“Warrant”), with each Warrant exercisable for one
common share of the Company (a “Warrant Share”) at
an exercise price of C$0.06 per Warrant Share for a period of one
year from the date of issuance. A total of 7,300,000 Warrants were
issued and are exercisable for 7,300,000 Warrant Shares. An
aggregate of C$365,000 principal amount of Debentures was
subscribed for and are convertible for up to 7,300,000 common
shares of the Company (each, a “Debenture Share”)
at the option of the holder thereof at any time prior to the date
that is one year from the date of issuance at a conversion price of
C$0.05 per Debenture Share.
The Debentures shall bear interest at an annual
rate of 9%, payable in cash semi-annually in arrears. Interest on
the Debentures may alternatively be paid in common shares of the
Company (the “Common Shares”) at the Company’s
option, subject to the approval of the TSXV. An entity controlled
by the Company’s CEO has pledged publicly traded shares of a third
party to secure the Company’s obligations under the Debentures. In
addition, the Debentures are secured against all of the present and
after acquired personal property of the Company.
In connection with the Financing, the Company
has issued to eligible finders an aggregate of: (i) 455,000 finders
warrants (the “Finder’s Warrants”) entitling the
holder to acquire one unit of the Corporation (a “Finder
Unit”) at an exercise price of $0.05 at any time up to one
year from the date of issuance, with each Finder Unit comprised of
one Common Share and one Warrant, with each such Warrant
exercisable for one Warrant Share at a price of $0.06 per Warrant
Share for a period of one year from the date of issuance of the
Finder Unit, and (ii) 455,000 Finder Units.
The Company also announces that it expects to
amend the terms of certain convertible debentures (the
“2018 Convertible Debentures”) that were issued by
the Company on May 23, 2018. The 2018 Convertible Debentures
currently entitle the holders thereof to convert an aggregate
principal balance of $1,850,000 into common shares (“2018
Debenture Shares”) of the Company at a price of $0.25 per
2018 Convertible Debenture Share at any time prior to November 23,
2023. The Company intends to amend the conversion price of the 2018
Convertible Debentures to $0.15 per 2018 Debenture Share and amend
the maturity date of the 2018 Convertible Debentures to November
23, 2024 (the “Amendments”). In addition, the
Company expects to issue up to 6,166,666 warrants of the Company
(the “Replacement Warrants”) to the holders of
2018 Convertible Debentures to replace the warrants originally
issued together with the 2018 Convertible Debentures and which are
set to expire on November 23, 2023. Each Replacement Warrant is
exercisable for one Common Share (a “Replacement Warrant
Share”) at a price of $0.15 per Replacement Warrant Share
at any time for until November 23, 2024. The Company is not
receiving any additional funds in connection with the Amendments or
issuance of the Replacement Warrants.
The Financing, Amendments and issuance of the
Replacement Warrants are subject to the final approval of the TSX
Venture Exchange. All securities issued and issuable in connection
with the Financing and the Replacement Warrants are subject to a
four month and one day hold period from the dated of issuance in
accordance with Canadian securities laws.
In connection with the above transactions a
company controlled by Sasha Jacob, CEO of the Company, and holder
of a principal amount of $1,000,000 of the 2018 Debentures, is
anticipated to receive 3,333,332 Replacement Warrants, and Mr.
Jacob has subscribed for 40 Debenture Units (the “Insider
Participation”). The Insider Participation constitutes a
“related party transaction” as such term is defined under
Multilateral Instrument 61-101 – Protection of Minority Security
Holders in Special Transactions (“MI 61-101”). The
Company is relying on an exemption from the formal valuation and
minority shareholder approval requirements provided under MI 61-101
pursuant to section 5.5(a) and section 5.7(1)(a) of MI 61-101, on
the basis that the Insider Participation does not exceed 25% of the
fair market value of the Company’s market
capitalization.
The securities offered pursuant to the Offering
have not been, and will not be, registered under the United States
Securities Act of 1933, as amended (the “U.S. Securities Act”), or
any U.S. state security laws, and may not be offered or sold in the
United States without registration under the U.S. Securities Act
and all applicable state securities laws or compliance with
requirements of an applicable exemption therefrom. This news
release shall not constitute an offer to sell or the solicitation
of an offer to buy securities in the United States, nor shall there
be any sale of these securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful.
About Ceylon Graphite Corp.
Ceylon is a public company listed on the TSX
Venture Exchange, that is in the business of mining for graphite,
and developing and commercializing innovative graphene and graphite
applications and products. Graphite mined in Sri Lanka is known to
be some of the highest grade in the world and has been confirmed to
be suitable to be easily upgradable for a range of applications
including the high-growth electric vehicle and battery storage
markets as well as construction, healthcare and paints and coatings
sectors.
Further information regarding Ceylon is
available at www.ceylongraphite.com
Sasha Jacob, Chief Executive Officer and Rita Thiel, Chair of
the Board of Directors
info@ceylongraphite.com
Corporate Communications
+1(604) 924-8695
Neither TSX Venture Exchange nor its Regulation
Services Provider (as that term is defined in policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release
Cautionary Statement Regarding
Forward-Looking Information:
This news release contains forward-looking
information as such term is defined in applicable securities laws,
which relate to future events or future performance and reflect
management's current expectations and assumptions. The
forward-looking information includes statements about the closing
of the Financing, use of proceeds from the Financing, amendments to
the 2018 Convertible Debentures, the secured obligations of the
Company, regulatory approvals, potential value of products produced
with Ceylon graphite, the quality of graphite mined by Ceylon,
applications for future graphite applications, Ceylon’s role as a
potential market leader and expectations related to development of
Ceylon’s properties and Ceylon’s mining operations. Such
forward-looking statements reflect management's current beliefs and
are based on assumptions made by and information currently
available to Ceylon, including the assumption that, there are no
material adverse changes effecting development and production at
the M1 mine or on other properties, testing related to the
performance of Ceylon’s vein graphite material are accurate, there
will be no material adverse change in graphite and metal prices,
there will be continued demand for graphite powered batteries, all
necessary consents, licenses, permits and approvals will be
obtained, including various Local Government Licenses. Investors
are cautioned that these forward-looking statements are neither
promises nor guarantees and are subject to risks and uncertainties
that may cause future results to differ materially from those
expected. Risk factors that could cause actual results to differ
materially from the results expressed or implied by the
forward-looking information include, among other things, the
results of Ceylon’s graphite testing being inaccurate or
incomplete, the market for graphite related technologies not
developing as expected, failure to obtain or maintain patents and
proprietary technology, loss or failure to acquire available high
quality graphite, any failures to obtain or delays in obtaining
required regulatory licenses, permits, approvals and consents, an
inability to access financing as needed, a general economic
downturn, a volatile stock price, labour strikes, political unrest,
changes in the mining regulatory regime governing Ceylon, a failure
to comply with environmental regulations and a weakening of market
and industry reliance on high quality graphite. Ceylon cautions the
reader that the above list of risk factors is not exhaustive.
Ceylon Graphite (TSXV:CYL)
과거 데이터 주식 차트
부터 1월(1) 2025 으로 2월(2) 2025
Ceylon Graphite (TSXV:CYL)
과거 데이터 주식 차트
부터 2월(2) 2024 으로 2월(2) 2025
