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Search Minerals: Early Warning Report Filed Pursuant to National Instrument 62-103
VANCOUVER, British Columbia, June 19, 2019 (GLOBE NEWSWIRE) -- Search Minerals Inc. (TSXV:SMY) (“Search Minerals” or the “Company”): This press release is being
About this update from Search Minerals Inc.
[{"type":"text","content":" VANCOUVER, British Columbia, June 19, 2019 (GLOBE NEWSWIRE) -- Search Minerals Inc. (TSXV:SMY) (“Search Minerals” or the “Company”): This press release is being disseminated as required by National Instrument 62-103 The Early Warning System and Related Take Over Bids and Insider Reporting Issues in connection with the acquisition of securities of the Company by InCoR Holdings Limited (“InCoR” or the “Acquiror”). The Acquiror announces that, on June 19, 2019, Search Minerals closed its previously announced rights offering (the “Rights Offering”) and issued to the Acquiror 34,008,634 common shares (“Common Shares”) on the exercise by the Acquiror of rights issued to it under the Rights Offering. The Common Shares were issued to InCoR at a price of $0.03 per share for gross cash consideration of $1,020,259. Search Minerals also issued to the Acquiror 8,727,625 non-transferable compensation warrants (the “Compensation Warrants”) pursuant to the terms of the Rights Offering Standby Guaranty Agreement entered into by the Acquiror and the Issuer on April 29, 2019, in connection with the Rights Offering. Each Compensation Warrant entitles the Acquiror to purchase one (1) common share at a price of $0.05 any time within 60 months of their issuance. Prior to the transaction, the Acquiror held: 42,498,667 Common Shares representing approximately 23.3% of the outstanding Common Shares, expressed on a non-diluted basis; and 13,186,321 warrants exercisable into 13,186,321 Common Shares which if exercised in full, together with the 42,498,667 Common Shares, represented approximately 28.5% of the outstanding Common Shares, expressed on a non-diluted basis; and A Secured Convertible Debenture (the “Debenture”) convertible for units (“Units”), each Unit comprised of one Common Share and one Common Share purchase warrant (“Warrant”), each Warrant exercisable to acquire one additional Common Share. If the Acquiror held the Debenture to maturity and converted the full amounts (i) of principal into Units, and (ii) accrued interest into Common Shares at a hypothetical conversion rate of $0.05, the Acquiror would be issued an aggregate of 17,000,000 Units and 2,550,000 Common Shares. After giving effect to the acquisition of the Common Shares and Compensation Warrants under the Rights Offering, InCoR owns: 76,507,301 Common Shares representing approxi...