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BSM Announces Closing of Convertible Debenture Financing and Debt Settlement with Insider

BSM Announces Closing of Convertible Debenture Financing and Debt Settlement with Insider.

articleGreat Plains Metals Corp.July 11, 20065/company/great-plains-metals-corp/news/bsm-announces-closing-of-convertible-debenture-financing-and-debt-settlement-with-insider
BSM Announces Closing of Convertible Debenture Financing and Debt Settlement with Insider

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[{"type":"text","content":"\n\n\n\n\nMISSISSAUGA, ON, July 11 /CNW/ - BSM Technologies Inc. (\"BSM\" or the\n\"Company\"), (GPS: TSX-V) (http://www.bsmtechnologies.com) a leading provider\nof high security vehicle tracking and surveillance solutions announces that\nfurther to its press release dated May 9, 2006, it has completed settlements\nof $827,098.48 worth of debt with Applied Innovations Group Inc. and Nick\nCirella RCA Trust, which are under the control of Nick Cirella, a director and\nthe President, CEO and controlling shareholder of the Company, by issuance of\nan aggregate of 3,596,080 common shares priced at $0.23 per common share to\nthese entities.\nBSM also announces that it has completed a $1,300,000 Convertible\nDebenture financing previously announced in the Company's press release dated\nMay 9, 2006. On July 7, 2006, the Company obtained approval from the TSX\nVenture Exchange to reduce the conversion price on the debenture to $0.23 and\nto reduce the exercise price of the warrants associated therewith to $0.23.\nAfter giving effect to the debt settlement, the current outstanding\ncapital is 46,051,458 common shares.\nThe insider debt settlement is exempt from the valuation and minority\nshareholder approval requirements of OSC Rule 61-501 (the \"Rule\") by virtue of\nthe exemptions contained in sections 5.5(4) and 5.7(3) of the Rule in that the\ntransaction is a distribution of securities of the issuer to a related party\nfor cash consideration and the fair market value of the securities to be\ndistributed is not more than $2,500,000.\nAs a result of the debt settlement, Nick Cirella currently holds directly\nand indirectly 20,860,312 common shares and 150,000 options to acquire common\nshares of the Company at $0.185 until December 22, 2008. If Mr. Cirella were\nto exercise all of his 150,000 options, he would own approximately 45.48% of\nthe Company (based upon outstanding capital of 46,201,458 common shares).\nNick Cirella has informed the Company that except as disclosed herein, he\nhas acquired the common shares for investment purposes and that he may\ndecrease or increase his beneficial ownership, control, or direction over\ncommon shares of the Company through market transactions, private agreements,\nexercise of options or warrants, other treasury issuances or otherwise.\nShares issued relating to this debt settlement are legen...

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