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SUREFIRE RESOURCES NL Capital/Financing Update 2012

Sep 5, 2012

65857_rns_2012-09-05_b4dea6a5-4afe-4afe-945b-8f6aa030997e.pdf

Capital/Financing Update

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6 September 2012

CONVERSION OF CREDITOR DEED BETWEEN MAGNA MINING NL AND BLACK RIDGE MINING NL

The Company advises that a Conversion of Creditor Deed has been executed between Magna Mining NL (“Magna”) and Black Ridge Mining NL (“Black Ridge”) in respect of an amount owing to Black Ridge by Magna of $178,715 (“Outstanding Amount”) arising from trading accounts payable.

Magna and Black Ridge have agreed terms for the repayment of the Outstanding Amount by the issue of the following Settlement Securities to Black Ridge:

  • a) 178,715,000 fully paid ordinary shares in Magna at a deemed issue price of $0.001 per share; and

  • b) 178,715,000 unlisted options in Magna exercisable at $0.001 on or before 31 August 2017.

Conversion of the Debt to Equity

  • a) Subject to the satisfaction of the condition outlined below, Black Ridge:

  • i) agrees to convert the Outstanding Amount to equity in Magna through the issue to Black Ridge of the Settlement Securities;

  • ii) applies to Magna for the issue of the Settlement Securities to Black Ridge and agrees to be bound by the terms and conditions of Magna’s Constitution following the issue of those Settlement Securities to Black Ridge; and

  • iii) acknowledges that following the issue of the Settlement Securities, all outstanding amounts owed by Magna to Black Ridge will have been satisfied.

  • b) Subject to c) below, Magna agrees to issue the Settlement Securities no later than seven (7) days following the satisfaction of the Condition.

  • c) If the Condition is not satisfied by the date that is two (2) months from the date of the Deed, the obligations on the Parties created under the Deed will be at an end and of no further force or effect.

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Condition

The obligation of Magna to issue the Settlement Securities and the conversion of the Outstanding Amount, is conditional upon the shareholders of Magna approving the issue of the Settlement Securities to Black Ridge in general meeting in compliance with the Listing Rules of ASX.

Release

Upon the conversion of the Outstanding Amount as detailed above, each Party releases and discharges the other Party from any claim, action, judgement, damage, loss, liability, cost, charge, expense, outgoing or payment it has or may have against that Party in respect of or arising out of the Outstanding Amount or the matters leading to the Outstanding Amount becoming owing to Black Ridge, whether arising under contract, tort, statute or otherwise.

Disclosure

Both Alan Winduss and Vladimir Nikolaenko disclose that they are directors of both Magna Mining NL and Black Ridge Mining NL. It is agreed that there is no personal benefit to be derived from this transaction to either of Mr Winduss or Mr Nikolaenko.

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David Semmens

Company Secretary

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