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BREAKTHROUGH MINERALS LIMITED Capital/Financing Update 2016

May 1, 2016

64579_rns_2016-05-01_2305aecf-6d44-4ffd-b7c4-8136edc971d7.pdf

Capital/Financing Update

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ASX Release 2 May 2016

Convertible Note Agreements

Intra Energy Corporation Limited (ASX:IEC) (“IEC” or “Company”) is pleased to announce that it has raised funds of AUD$125,000 under Loan and Convertible Note Agreements (“Agreements”) entered into with three parties, two of whom are related to directors of the company, Mr Robertson and Mr Mason.

The Agreements provide that these moneys initially constitute simple short-term unsecured loan by the three parties to IEC, which will fund urgent Tanzanian administrative requirements and Malawi shutdown costs. The loan moneys may be applied as subscription moneys for convertible notes to be issued by IEC to the parties, subject to IEC obtaining any shareholder approval required under Listing Rule 7.1 for the issue of those convertible notes. The issue to the parties of fully paid ordinary paid shares in IEC on conversion of these convertible notes is also subject to any required shareholder approval being obtained prior to the issue.

IEC expects to seek the shareholder approvals required in connection with the Agreements at the next Annual General Meeting of the Company.

A summary of the key terms of the Agreements is attached in Schedule 1.

Shareholder Enquiries Tarn Brereton Chief Executive Officer Intra Energy Corporation Limited M (+61) 419 924 260 (Australia) | M (+255) 765 747 743 Africa)| www.intraenergycorp.com.au Registered Office: Level 40, 2 Park Street, Sydney NSW 2000 Postal Address: PO Box 1930, North Sydney NSW 2059

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SCHEDULE 1

KEY TERMS OF ISSUE OF CONVERTIBLE NOTES (to be set out in a Convertible Note issue agreement)

Face Value perConvertible Note $0.004 (5-day VWAP – 0% discount).
Number of convertiblenotes The equivalent of the Principal Sum / Face Value, rounded up to thenearest whole number.
Conditions to the issue ofthe Convertible Notes The issue of the Convertible Notes is subject to and conditional on theBorrower obtaining all Required Approvals and entry into a ConvertibleNote issue agreement.
Quotation of ConvertibleNotes Unquoted and non-transferable.
Interest rate on theConvertible Notes 2% per month, payable monthly.
Conversion notice If Convertible Notes are issued to the Lenders, then the Lenders mayelect to convert those Convertible Notes into ordinary Shares by givingIEC a conversion notice at any time before those Convertible Notes arecancelled or redeemed.
Conversion rate 1 Share for each Convertible Note. This will result in approximately31,250,000 Shares beingissued to the Lenders in total.
Conditions of conversion The issue of any Shares on conversion of any Convertible Notes issubject to and conditional on IEC obtaining of any required shareholderapproval.
Redemption IEC must redeem any outstanding Convertible Notes, on earlier of thedate that is 12 months after the date of the Loan or the date that is 10business days after the Lender gives IEC an event of default noticeunder the Convertible Note issue agreement.IEC maynot redeem anyConvertible Notes otherwise.
Loan Repayment If shareholder approval is not obtained to issue the Convertible Notes,the Lenders maydemand repayment with at least 3 months’ notice.

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