IBC Advanced Alloys Corp. (“
IBC” or the
“
Company”) (TSX-V: IB; OTCQB: IAALF) announces
that it has executed a convertible security funding agreement (the
“
Agreement”) for the issue of a Convertible
Security in the principal amount of US$1,500,000 (the
“
Convertible Security”) to Lind Global Fund II,
LP, managed by The Lind Partners, LLC, a New York-based
institutional fund manager (together, the
“
Investor” or “
Lind”).
Pursuant to the terms of the Agreement, the
Convertible Security will have a principal amount of US$1,500,000
(the “Principal Amount”) with a pre-paid interest
amount of US$187,500, for an aggregate face value of US$1,687,500
(the “Face Value”), and have a 24 month term (the
“Term”). The Principal Amount, less a US$75,000
closing fee, will be convertible into common shares in the capital
of the Company, at the option of the Investor, at a fixed
conversion price per share of C$0.21, being 105% of the last
closing price of the Company’s common shares on the TSX Venture
Exchange (the “Exchange”) prior to execution of
the Agreement. Subject to certain conditions, including the
approval of the Exchange, at any time during the Term, the Investor
will have the right to invest up to an additional US$750,000 with
an additional interest amount of up to US$93,750 with pro-rata
terms and fees (the “Re-Investment Option”).
Under the Agreement, the Company is required to
make repayments on the Face Value of the Convertible Security in
the amount of US$75,000 monthly after the first four months and
until the Face Value is repaid, which repayment amount will be
reduced by the amount converted into common shares.
The issuance of the Convertible Security will be
completed under private placement rules with a 4 month plus one day
hold period. Pre-paid interest will accrue monthly and, subject to
the approval of the Exchange, the Investor will have the option,
once every ninety days, to convert accrued interest into common
shares at 90% of the last closing price of the Company’s common
shares on the day prior to conversion.
In connection with the issuance of the
Convertible Security, the Investor will receive 4,270,591 common
share purchase warrants (“Warrants”) with an
exercise price equal to C$0.21 which expire 24 months from their
date of issue. Additionally, the Investor will receive additional
Warrants if and when the Investor elects to proceed with the
Re-Investment Option with an exercise price equal to 105% of the
market price of the Company’s shares immediately prior to the date
the Investor elects to proceed with the Re-Investment Option.
The Company has the right to buy-back the amount
outstanding under the Convertible Security at any time. In the
event of a change of control of the Company, or if the Company
exercises its buy-back right, the Investor may convert 100% of the
pre-paid interest (both accrued and not yet accrued) into common
shares. Additionally, the Investor may also convert up to 33% of
the Principal Amount in the event the Company exercises its
buy-back right.
Under the Agreement, if the Company increases
its total debt (including through the issuance of convertible debt,
preferred stock, or streaming/royalty financing) above US$13
million, then the Investor will have the right to require that such
proceeds be used to repay any of the outstanding amount under the
Convertible Security. Upon the occurrence of certain events of
default, the Investor may declare that all outstanding amounts
under the Convertible Security will become immediately due and
payable and/or the Investor may terminate the Agreement.
The closing (the “Closing”) of
the investment and issuance of the US$1,500,000 Convertible
Security is expected to occur on or before October 15, 2021 and is
subject to the receipt of all necessary regulatory approvals,
including the approval of the Exchange and other customary
conditions. The Company intends to use the net proceeds from the
funding for working capital and general corporate purposes.
This news release does not constitute an offer
to sell or a solicitation of an offer to buy nor shall there be any
sale of any of the securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful, including any of the
securities in the United States of America. The securities have not
been and will not be registered under the United States Securities
Act of 1933, as amended (the "1933 Act") or any state securities
laws and may not be offered or sold within the United States or to,
or for account or benefit of, U.S. Persons (as defined in
Regulation S under the 1933 Act) unless registered under the 1933
Act and applicable state securities laws, or an exemption from such
registration requirements is available.
For more information on IBC and its innovative
alloy products, go here.
On Behalf of the Board of Directors:
"Mark Smith”
Mark Smith, Chairman
Contact:
Mark A. Smith, ChairmanJim Sims, Director of
Investor and Public Relations+1 (303) 503-6203Email:
jsims@policycom.comWebsite: www.ibcadvancedalloys.com
@IBCAdvanced $IB $IAALF #Beryllium
#Beralcast
About IBC Advanced Alloys
Corp.
IBC is a leading beryllium and copper advanced
alloys company serving a variety of industries such as defense,
aerospace, automotive, telecommunications, precision manufacturing,
and others. IBC's Copper Alloys Division manufactures and
distributes a variety of copper alloys as castings and forgings,
including beryllium copper, chrome copper, and aluminum bronze.
IBC's Engineered Materials Division makes the Beralcast® family of
alloys, which can be precision cast and are used in an increasing
number of defense, aerospace, and other systems, including the F-35
Joint Strike Fighter. IBC has production facilities in Indiana,
Massachusetts, Pennsylvania, and Missouri. The Company's common
shares are traded on the TSX Venture Exchange under the symbol "IB"
and the OTCQB under the symbol "IAALF".
About The Lind Partners,
LLC
The Lind Partners is an institutional fund
manager and leading provider of growth capital to small- and
mid-cap companies publicly traded in the US, Canada, Australia and
the UK. Lind makes direct investments ranging from US$1 to US$30
million, invests in syndicated equity offerings and selectively
buys on market. Lind has completed more than 100 direct investments
totaling over US$1 Billion in value and has been a flexible and
supportive capital partner to investee companies since 2011. For
more information, please visit http://www.thelindpartners.com.
Cautionary Statements
The TSX Venture Exchange has not reviewed and
does not accept responsibility for the adequacy of this news
release. Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
Certain information contained in this news
release may be forward-looking information or forward-looking
statements as defined under applicable securities laws.
Forward-looking information and forward-looking statements are
often, but not always identified by the use of words such as
"expect", "anticipate", "believe", "foresee", "could", "estimate",
"goal", "intend", "plan", "seek", "will", "may" and "should" and
similar expressions or words suggesting future outcomes. This news
release includes forward-looking information and statements
pertaining to, among other things, the pricing and features of the
Convertible Security and Warrants, the exercise of the
Re-Investment Option, the expected closing dates and use of
proceeds. Forward-looking statements involve substantial known and
unknown risks and uncertainties, certain of which are beyond the
Company's control including: the impact of general economic
conditions in the areas in which the Company or its customers
operate, including the semiconductor manufacturing and oil and gas
industries, risks associated with manufacturing activities, changes
in laws and regulations including the adoption of new environmental
laws and regulations and changes in how they are interpreted and
enforced, increased competition, the lack of availability of
qualified personnel or management, limited availability of raw
materials, fluctuations in commodity prices, foreign exchange or
interest rates, stock market volatility and obtaining required
approvals of regulatory authorities. As a result of these risks and
uncertainties, the Company's future results, performance or
achievements could differ materially from those expressed in these
forward-looking statements. All statements included in this press
release that address activities, events or developments that the
Company expects, believes or anticipates will or may occur in the
future are forward-looking statements. These statements are based
on assumptions made by the Company based on its experience,
perception of historical trends, current conditions, expected
future developments and other factors it believes are appropriate
in the circumstances.
Please see “Risks Factors” in our Annual
Information Form available under the Company’s profile at
www.sedar.com, for information on the risks and uncertainties
associated with our business. Readers should not place undue
reliance on forward-looking information and statements, which speak
only as of the date made. The forward-looking information and
statements contained in this release represent our expectations as
of the date of this release. We disclaim any intention or
obligation or undertaking to update or revise any forward-looking
information or statements whether as a result of new information,
future events or otherwise, except as required under applicable
securities laws.
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