Business
Colibri Resource Corporation to Acquire Yaque Minerales From OnTop Capital Limited
Colibri Resource Corporation to Acquire Yaque Minerales From OnTop Capital Limited ...
About this update from Colibri Resource Corporation
[{"type":"text","content":"\n\n\n\nColibri Resource Corporation to Acquire Yaque Minerales From OnTop Capital Limited\n\n/* Style Definitions */\nspan.prnews_span\n{\nfont-size:8pt;\nfont-family:\"Arial\";\ncolor:black;\n}\na.prnews_a\n{\ncolor:blue;\n}\nli.prnews_li\n{\nfont-size:8pt;\nfont-family:\"Arial\";\ncolor:black;\n}\np.prnews_p\n{\nfont-size:0.62em;\nfont-family:\"Arial\";\ncolor:black;\nmargin:0in;\n}\n\n\n\n\n\n\n\nCanada NewsWire\nDIEPPE, NB, Oct. 30, 2018\n\n\n\nDIEPPE, NB, Oct. 30, 2018 /CNW/ - (CBI: TSX-V) Colibri Resource Corporation (\"Colibri\") is pleased to announce that it has entered into a share purchase agreement dated October 27, 2018 with OnTop Capital Limited (\"OnTop\") to purchase 100% of the issued and outstanding shares of Yaque Minerales S.A. de C.V (\"Yaque\"), a wholly owned subsidiary of OnTop (the \"Transaction\"). Closing of the Transaction is subject to regulatory and shareholder approval.\nAs consideration for the Transaction, Colibri has agreed to issue a convertible debenture in the amount of $1 million CDN bearing an annual interest rate of 2.5% which is convertible at any time, in whole or in part, over the next 5 years into common shares of Colibri at $0.20 per share for a total of up to 5 million shares. There will be no finders' fees payable. \nUnder Multilateral Instrument 61-101 Protection of Minority Shareholders in Special Transactions (\"MI 61-101\"), the Transaction is a \"related party transaction\" as OnTop is a \"related party\" to Colibri by virtue of certain common share ownership and management personnel. Specifically: (a) John Schiavi, a control person of OnTop, is also a control person of Colibri as he owns or controls, directly and indirectly, greater than 20% of the issued and outstanding common shares of Colibri; and (b) Ron Goguen, a director, officer and 10% shareholder of OnTop, is also a director, officer and shareholder of Colibri. Normally, under MI 61-101, an issuer is required to obtain a formal valuation and seek minority shareholder approval for a related party transaction. Colibri will be seeking minority shareholder approval but will not be obtaining a formal valuation as Colibri's securities are listed on the TSXV which is not a specified market and, as such, Colibri is exempt from this requirement.\nThe independent members of the Board of Directors for Colibri, Paul Bartos, Roge...