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BSM Announces Convertible Debenture financing and debt settlement with insiders
BSM Announces Convertible Debenture financing and debt settlement with insiders.
About this update from Great Plains Metals Corp.
[{"type":"text","content":"\n\n\n\n\nMISSISSAUGA, ON, May 9 /CNW/ - BSM Technologies Inc, (GPS: tsx-v)\n(http://www.bsmtechnologies.com) a leading provider of high security vehicle\ntracking and surveillance solutions today announced that Nick Cirella, the\ncontrolling shareholder of the Company has agreed to settle $827,098.48 worth\nof debt owed to him and companies under his control by the Company as a result\nof cash advances made by Mr. Cirella and companies under his control in\nexchange for 3,596,080 common shares priced at $0.23 per common share. In\naddition, the Company proposes to issue up to $1,500,000 in Convertible\nDebentures. Mr. Cirella has agreed to settle his outstanding debt to\nfacilitate the Convertible Debenture financing and to allow the Convertible\nDebentures to have a first security interest in the assets and undertaking of\nthe Company.\nThe Convertible Debentures have a term of two (2) years and are\nconvertible into common shares of the Company at the rate of one common share\nfor each $0.25 of debt converted. The Convertible Debentures will be secured\nagainst the assets and undertaking of the Company and will bear interest at\nthe rate of 14% per year. The subscribers will receive one warrant for each\n$0.625 in principal amount of Convertible Debenture purchased. Each Warrant\nwill be exercisable at $0.25 to acquire a further common share for two (2)\nyears from closing. The terms of the Convertible Debenture are still being\nfinalized but the Convertible Debenture will be subject to certain performance\ncovenants usual for a financing of this nature.\nMr. Cirella is the President & CEO, a director and the controlling\nshareholder of the Corporation. He currently controls indirectly and owns or\nhas beneficial interest in 18,072,716 common shares of the Company. The\ninsider debt settlement is exempt from the valuation and minority shareholder\napproval requirements of OSC Rule 61-501 (the \"Rule\") by virtue of the\nexemptions contained 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 transaction, Mr. Cirella will hold directly and\nindirectly 21,668,796 common shares being 47.32% of the Company (based upo...