Primeline Energy Holdings Inc.: Extension of Bonds
12 Novembro 2019 - 8:23PM
Primeline Energy Holdings
Inc. (“
Primeline” or the
“
Company”), listed on the TSX Venture Exchange
Inc. (the “
TSX-V”) under the trading symbol “PEH”,
announced today that, through the continuing support of its
Chairman and major shareholder, Mr. Victor Hwang, the maturity date
of US$9,300,000 principal amount of bonds (the “
2018 B
Bonds”) issued to Primeline International (Holdings) Inc.,
a company wholly-owned by Mr. Hwang effective 12th November 2018
has been extended from 12th November 2019 to 12th November
2020. Interest is payable on the 2018 B Bonds quarterly at 7%
per annum, of which 4.5% is payable in cash and 2.5% in ordinary
shares of Primeline (“
Shares”) issued at a deemed
price per Share equal to the higher of (i) the closing price of the
Shares on the TSX Venture Exchange (the “
TSX-V”)
on the day before; and (ii) the volume-weighted average trading
price of the Shares on the TSX-V for the 10 days preceding; the
interest payment date. The 2018 B Bonds are convertible into
Shares, at the option of the bondholder, until 2nd November
2020, at a conversion price of CAD$0.85 per Share.
The extension of the maturity of the 2018 B
Bonds is a “related party transaction” for Primeline within the
meaning of Multilateral Instrument 61-101 (“MI
61-101”), in that Mr. Hwang is Primeline’s President,
Chairman and majority shareholder. Primeline will rely on the
exemption from the valuation requirement of MI 61-101 at Section
5.5(b) of MI 61-101, which it is entitled to do as none of its
securities are listed on the Toronto Stock Exchange or certain
other stock exchanges outside of the United States and
Canada. Primeline will rely on the exemption from the
minority approval requirement of MI 61-101 at Section 5.7(1)(e) of
MI 61-101, on the basis that (i) repayment of the 2018 B Bonds, in
the absence of the extension, would have resulted in serious
financial difficulty for Primeline; (ii) the extension is designed
to improve the financial condition of Primeline; (iii) Primeline is
not insolvent; (iv) Primeline has one or more independent directors
in respect of the transaction, and (v) Primeline's board, and at
least two thirds of the independent directors, each acting in good
faith, have determined that (i) and (ii) apply, and that the terms
of the transaction are reasonable in the Primeline’s
circumstances. Primeline believes it is reasonable and
necessary in the circumstances that this press release is filed
less than 21 days before the extension, as Primeline required the
extension from in order to meet its short-term cash
requirements.
About Primeline Energy Holdings Inc.
Primeline is an exploration and production company focusing
exclusively on China natural resources under petroleum contracts
with CNOOC in the East China Sea. The LS36-1 Gas Field has been in
production since July 2014. Shares of Primeline are listed for
trading on the TSX Venture Exchange under the symbol PEH.
ON BEHALF OF PRIMELINE ENERGY HOLDINGS INC.
Signed “Andrew Biggs”
Chief Executive Officer
Contact:
Primeline Energy Holding
Inc. |
FronTier Merchant Capital
Group |
Andrew Biggs, CEO PH: +44
207.499.8888 Fax: +44 560 372 5179 Toll Free: 1.877.818.0688
E-Mail: IR@pehi.com |
Robin Cook1411-1 King Street West
Toronto, ON M5H 1A1 PH: +1 (416) 809-1738 FAX: +1 (866)
749-0447 E-Mail: robin@frontiermcg.com
www.frontiermcg.com |
|
|
Please visit the Company’s website at www.primelineenergy.com.
Should you wish to receive Company news via email, please email
robin@frontiermcg.com and specify “Primeline Energy” in the subject
line.
Forward-Looking Statements
Some of the statements in this news release may contain
forward-looking information, which involves inherent risk and
uncertainty affecting the business of Primeline. Although
these statements are based on assumptions management believes to be
reasonable, actual results may vary from those anticipated in such
statements. Exploration for oil and gas is subject to the
inherent risk that it will not result in a commercial
discovery.
Neither the TSX Venture Exchange nor its Regulation
Services Provider (as that term is defined in the policies of the
TSX Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
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