Auckland, New Zealand--(Newsfile Corp. - November 1, 2019) - Besra Gold Inc. ("Besra" or the "Company") announces it has closed a $500,000 unit financing, consisting of the issuance of a zero-coupon secured convertible note (the "Convertible Note") in the principal amount of $500,000 and warrants with coverage on a pro rata one-third basis.
The Convertible Note has a term to maturity of June 30, 2020 and is convertible at the option of the holder into common shares of the Company ("Common Shares") at a price per Common Share determined by dividing (A) the aggregate number of resources attributable to the Company (both measured and indicated resources and inferred resources as determined in accordance with National Instrument 43-101 Standards of Disclosure for Mineral Projects and/or the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves) multiplied by $10, by (B) the number of issued and outstanding Common Shares at the time of conversion (the "Resource Conversion Rate").
The Convertible Note automatically will convert into Common Shares upon the occurrence of a transaction resulting, directly or indirectly, in the relisting of the Common Shares on a specified stock exchange at a conversion price depending on the nature of the transaction equal to either the Resource Conversion Rate or equal to 55% of the price per Common Share at which the Company issues Common Shares in a financing occurring contemporaneously or in connection with such transaction.
The Company has the option to repay the Convertible Note in whole or in part at any time upon payment to the holder of 125% of the amount so being repaid, subject to the right of the holder to convert the Convertible Note into Common Shares upon the terms described above prior to such repayment. In addition, the Company shall have the obligation to repay the Convertible Note on the above terms upon the closing of a sale of the Company's interest in the Bau Gold Project in Sarawak, East Malaysia.
The Company's obligations under the Convertible Note are secured by a general security agreement in favour of the holder of the Convertible Note ranking subordinate to the existing secured obligations of the Company.
The warrants have a term of one year and are exercisable into Common Shares at the Resource Conversion Rate.
The proceeds from the offering will be used to fund the audit of its annual financial statements as at and for the financial year ended June 30, 2019 (the "Annual Financials"), which were due to be filed on October 28, 2019, and for working capital purposes. The Company anticipates filing the 2019 Financials together with the related management's discussion and analysis and CEO and CFO certifications on or before December 20, 2019.
Besra Gold Inc
John A G Seton
Besra - www.besra.com
Besra is a gold mining company focused on the exploration and development of the Bau Goldfield in East Malaysia.
Cautionary Note Regarding Forward-Looking Statements
Certain of the statements made and information contained herein is "Forward-looking information" within the meaning of applicable securities laws, including statements concerning our plans at our producing mines and exploration projects, which involve known and unknown risks, uncertainties, and other factors which may cause the actual results, performance or achievements of the Company, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information. Forward-looking information is subject to a variety of risks and uncertainties that could cause actual events or results to differ from those reflected in the forward-looking information, including, without limitation, failure to establish estimated resources or to convert resources to mineable reserves; the grade and recovery of ore which is mined varying from estimates; capital and operating costs varying significantly from estimates; delays in obtaining or failure to obtain required governmental, environmental, or other project approvals; changes in national and local government legislation or regulations regarding environmental factors, royalties, taxation or foreign investment; political or economic instability; terrorism; inflation; changes in currency exchange rates; fluctuations in commodity prices; delays in the development of projects; shortage of personnel with the requisite knowledge and skills to design and execute exploration and development programs; difficulties in arranging contracts for drilling and other exploration and development services; dependency on equity market financings to fund programs and maintain and develop mineral properties; and risks associated with title to resource properties due to the difficulties of determining the validity of certain claims and other risks and uncertainties, including those described in each management's discussion and analysis released by the Company. In addition, forward-looking information is based on various assumptions including, without limitation, the expectations and beliefs of management; the assumed long-term price of gold; the availability of permits and surface rights; access to financing, equipment and labour and that the political environment in the jurisdictions within which the Company operates will continue to support the development of environmentally safe mining projects. Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in forward-looking statements. Accordingly, readers are advised not to place undue reliance on forward-looking statements, which speak only as of the date they are made. Except as required under applicable securities legislation, the Company undertakes no obligation to publicly update or revise forward-looking information, whether as a result of new information, future events or otherwise.
For Further Information
Corporate Communications Director
T: +64 9 9121765
M: +64 21675660
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