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IBC Announces Share-Based Compensation to Directors and Consideration Shares for Credit Facility Guarantees
FRANKLIN, IN / ACCESSWIRE / June 25, 2024 / IBC Advanced Alloys Corp. ("IBC" or the "Company") (...
About this update from Ibc Advanced Alloys Corp.
[{"type":"text","content":"IBC Announces Share-Based Compensation to Directors and Consideration Shares for Credit Facility GuaranteesFRANKLIN, IN / ACCESSWIRE / June 25, 2024 / IBC Advanced Alloys Corp. (\"IBC\" or the \"Company\") (TSXV:IB)(OTCQB:IAALF) today announces that the board of directors of the Company has approved the issuance of (i) 1,714,284 common shares in the capital of the Company (the \"Fee Shares\"), to its directors in consideration of their service to the Company for the period from July 2023 through June 2024, and (ii) 4,982,000 common shares in the capital of the Company (the \"Bonus Shares\", and together with the Fee Shares, the \"Common Shares\"), to Mark Smith in consideration for his guarantee of amounts owing under the Company's credit facilities (the \"Credit Facilities\") with Iron Horse Credit, LLC (\"Iron Horse\") and Sallyport Commercial Finance, LLC (\"Sallyport\").The issuance of the Common Shares, at a deemed price per Common Share of C$0.07, being the closing price of the Common Shares on June 24, 2024, is subject to the approval of the TSX Venture Exchange (\"TSX-V\"). The Common Shares will be subject to a four month and one day hold period from the date of issuance.On July 29, 2021, Mark Smith entered into guarantee agreements with each of Iron Horse and Sallyport, to guarantee amounts owed by certain of the Company's U.S. subsidiaries (the \"Subsidiaries\") under the Credit Facilities. Mark Smith is currently guaranteeing US$3,000,000 owed to Iron Horse and US$2,000,000 owed to Sallyport. The terms of the Credit Facilities are described in the Company's press releases dated August 28, 2023 and July 29, 2021.Mark A. Smith, Geoffrey Hampson, Simon Anderson and Michael Jarvis currently hold an aggregate of approximately 21.5% of the issued and outstanding Common Shares. Each issuance of Common Shares to the directors constitutes a \"related party transaction\" within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (\"MI 61-101\") and TSXV Policy 5.9 Protection of Minority Security Holders in Special Transactions. The Company is relying on the exemptions from the formal valuation and minority approval requirements contained in Sections 5.5(a) and 5.7(1)(a) of MI 61-101, on the basis that the fair market value of the transaction does not exceed 25% of the C...