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Scully Royalty Ltd. Director's Dealing 2005

Feb 18, 2005

34338_dirs_2005-02-17_80f458a2-4dcb-4cca-af6b-c4d4a0b5a08c.zip

Director's Dealing

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SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: MYMETICS CORP (MYMX)
CIK: 0000927761
Period of Report: 2005-02-16

Reporting Person: MFC BANCORP LTD (10% Owner)

Holdings (Non-Derivative)

Security Shares Ownership
Common stock, par value $0.01 per share 1705250 Direct
Common stock, par value $0.01 per share 500000 Indirect
Common stock, par value $0.01 per share 344065 Indirect
Common stock, par value $0.01 per share 371725 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Convertible debt (Note 2) $0.30 2006-12-31 Common stock, par value $0.01 per share () Indirect
Contractual Right $ Common stock, par value $0.01 per share (500000) Indirect

Footnotes

F1: MFC Merchant Bank S.A., a bank organized under the laws of Switzerland, is wholly-owned by the Reporting Person.

F2: Sutton Park International Limited, a corporation organized under the laws of Barbados, is wholly-owned by the Reporting
Person.

F3: Med Net International Ltd., a corporation organized under the laws of Bermuda, is majority owned (as to approximately
62%) by the Reporting Person.

F4: MFC Merchant Bank S.A., MFC Bancorp Ltd. and the Issuer are parties to an Amended and Restated Credit Facility Agreement
dated for reference February 28, 2003, pursuant to which MFC Merchant Bank S.A. has agreed to make available to the Issuer a
non-revolving term facility, with MFC Bancorp Ltd. acting as guarantor of the Issuer's obligation with respect to repayment
of that portion of the principal amount of in excess of Euro 2,000,000 and all interest thereon. The parties have entered
into amendment agreements providing for, among other things, an increase in the maximum aggregate principal amount of all
advances under the Restated Credit Facility Agreement from Euro 2,800,00 to Euro 3,700,000. On February 16, 2005, the
parties entered into a further amendment agreement pursuant to which: (a) the Issuer agreed to repay Euro 200,000 on June
30, 2005, Euro 300,000 on December 31, 2005, Euro 400,000 on June 30, 2006,

F5: Footnote (4) continued...and (b) MFC Merchant Bank S.A. was granted the right to convert all or part of the outstanding
amounts under the credit facility into common shares of the Issuer at a conversion price of US$0.30 per share. MFC Merchant
Bank S.A. may exercise its conversion right at any time until three banking days before any repayment date.

F6: Footnote (4) continued... The applicable Euro to US dollar exchange rate shall be the Forex Interbank exchange rate, fixed at
9:00 a.m. Greenwich Mean Time on the day of Merchant Bank's conversion notice. As at January 31, 2005, Euro 3,529,394.62 in
principal and interest was outstanding under the credit facility. On February 15, 2005, the Forex Interbank exchange rate
was US$1.2986 to Euro 1.00. Assuming for illustrative purposes that MFC Merchant Bank S.A. elects to convert all of the
Euro 3,529,394.62 in principal and interest outstanding under the credit facility as at January 31, 2005,

F7: Footnote (4) continued... and that the applicable Forex Interbank exchange rate on the date of MFC Merchant Bank S.A.'s
conversion notice remains unchanged, Merchant Bank may acquire up to an additional 15,277,573 shares of common stock in the
capital of the Issuer (Euro 3,529,394.62 x 1.2986 = US$4,583,271.85 divided by US$0.30 per share = 15,277,573 shares).

F8: MFC Merchant Bank S.A. is entitled to receive 500,000 fully-paid and non-assessable shares of common stock in
consideration of its agreement to extend the maturity date under the Amended and Restated Credit Facility Agreement. It is
anticipated that these shares will be issued by the Issuer within seven business days after the date hereof.

There is no expiration date to the contractual right.