Vancouver, British Columbia–(Newsfile Corp. – July 28, 2020) – Royalty North Partners Ltd. (TSXV: RNP) (“RNP” or the “Company“) is pleased to announce that it has agreed with the holders of the currently outstanding convertible debentures of the Company (the “Debentures“) holding, at the effective date of the amendment to the Debentures, an aggregate of $1,312,000 in Debentures, to an extension from their current maturity date of September 7, 2020 to December 31, 2021. All other terms of the Debentures remain unchanged.
The Debentures are convertible into common shares of the Company at a price of C$2.00 per Share at any time prior to the close of business on the business day immediately preceding maturity. The Debentures accrue interest at 8% per annum.
Of the remaining Debentures, all are held by related parties of the Company and therefore the foregoing constitutes a “related party transaction” within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101“). The Company is exempt from the formal valuation requirement of MI 61-101 in connection with this extension in reliance on section 5.5(b) of MI 61-101, as no securities of the Company are listed or quoted for trading on the Toronto Stock Exchange, the New York Stock Exchange, the American Stock Exchange, the NASDAQ Stock Market or a stock exchange outside of Canada and the United States. Additionally, the Company is exempt from obtaining minority approval in connection with the extension in reliance on section 5.7(1)(b) of MI 61-101, as, in addition to the foregoing, (i) neither the fair market value of the Debentures nor the consideration received in respect thereof from insiders exceeds $2.5 million, (ii) the Company has one or more independent directors in respect of the extension who are not employees of the Company, and (ii) all of the independent directors have approved the extension. The material change report in connection with the amendment to the Debentures will not be filed less than 21 days in advance of closing, which the Company deemed reasonable in the circumstances as details of the extension of the Debentures were not finalized until shortly before the effective date of the extension.
The transaction has been conditionally approved by the TSX Venture Exchange.
On behalf of the Company,
Chief Executive Officer and Director
About Royalty North Partners Ltd.
RNP is a TSXV-listed company, which has previously been focused on creating a diversified portfolio of cash flowing royalties by providing financing to private businesses with gross revenues in excess of $10 million. RNP typically invested in companies with stable cash flows in non-resource-based sectors looking for growth/acquisition capital, recapitalization or succession liquidity. In return for the investment, RNP typically receives as consideration a percentage of the future gross sales.
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This press release includes “forward-looking information” that is subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the Company. Statements are subject to all of the risks and uncertainties normally incident to such events. Investors are cautioned that any such statements are not guarantees of future events and that actual events or developments may differ materially from those projected in the forward-looking statements. Such forward-looking statements represent management’s best judgment based on information currently available.
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