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DENVER, Oct. 11, 2024 (GLOBE NEWSWIRE) — RCF Alternatives Fund II L.P. (“RCF”) stories that it has filed an early warning report beneath Nationwide Instrument 62-103 – The Early Warning System and Associated Take-Over Bid and Insider Reporting Points in connection to its acquisition of a C$500,000 secured convertible observe (the “Convertible Word”) issued by Protection Metals Corp. (the “Firm”) to RCF as a part of the Firm’s non-brokered bridge financing of secured convertible notes (the “Word Financing”).
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On October 11, 2024, the Firm issued the Convertible Word to RCF pursuant to the Word Financing. Pursuant to the phrases of the Convertible Word, at any time as much as seven days previous to a Necessary Conversion Occasion (as outlined within the Convertible Word), RCF might elect to transform the principal quantity of the Convertible Word into Frequent Shares at a deemed worth per Frequent Share of C$0.125 (the “Conversion Value”), in accordance with the phrases set out within the Convertible Word. Upon the prevalence of a Necessary Conversion Occasion, the principal of the Convertible Word will mechanically convert into Frequent Shares at a 15% low cost to the relevant worth of the providing implied by such Necessary Conversion Occasion, supplied that if such conversion worth can be lower than the Conversion Value, there will likely be no obligatory conversion.
The Convertible Word will bear curiosity from the date of issuance on the price of 10% every year, payable quarterly in Frequent Shares, topic in every occasion to approval of the TSX Enterprise Alternate (the “TSX-V”), in accordance with the conversion rights set forth within the Convertible Word. The deemed share worth used to calculate the variety of Frequent Shares to be issued pursuant to such curiosity funds will likely be decided through the use of the larger of (i) the volume-weighted common buying and selling worth per share on the TSX-V for the 20 consecutive buying and selling days ending on the final day of every three month interval after the problem date, and (ii) the bottom worth permitted beneath the insurance policies of the TSX-V. The Convertible Word is secured towards all private property of the Firm, together with a safety curiosity towards the Firm’s mining claims in respect of the Wicheeda REE Venture. All observe holders beneath the Word Financing will rank pari passu amongst themselves.
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Instantly previous to the issuance of the Convertible Word, RCF owned and managed a complete of 25,836,263 Frequent Shares, representing roughly 9.99% of the issued and excellent Frequent Shares. Assuming the conversion of the principal quantity of the Convertible Word on the Conversion Value, RCF would personal 29,836,263 Frequent Shares, representing roughly 11.36% of the issued and excellent Frequent Shares.
RCF acquired the Convertible Word in accordance with RCF’s funding coverage to generate proceeds from its funding within the Firm. RCF might on occasion purchase further securities of the Firm, eliminate some or all the current or further securities or might proceed to carry its securities within the Firm.
The Firm’s head workplace is positioned at Suite 1020 – 800 West Pender Avenue, Vancouver, British Columbia V6C 2V6.
To acquire a duplicate of the early warning report filed beneath relevant Canadian securities legal guidelines in reference to the transactions hereunder, please see the Firm’s profile on the SEDAR+ web site at www.sedarplus.ca.
About RCF Alternatives Fund II L.P.
RCF is a non-public funding fund current beneath the legal guidelines of the Cayman Islands. RCF is finally managed by RCF Administration LLC. For additional info and to acquire a duplicate of the early warning report, please contact:
RCF Alternatives Fund II L.P.
1400 Wewatta Avenue, Suite 850
Denver, Colorado, 80202
Phone: (720) 946-1444
Attn: Mason Hills
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