July 30, 2013
/PRNewswire/ - Cerro Grande Mining Corporation (the "
" or "
") (TSX: CEG) (OTCQX: CEGMF) announced today that it has issued unsecured convertible debentures totalling US
"). The issuance of the Debentures has been conditionally approved by the TSX.
") both directors and officers of the Company, through their respective companies Compañia Minera Chanar Blanco S.A. ("
"), and Compania Minera Auromin Ltda ("
") have each acquired one Debenture convertible into common shares of the Company (each, a "
"). Each of Hernandez and Thomson acquired a Debenture in the aggregate principal amount of
which is convertible into Common Shares at a rate of
per Common Share (the "
"), on the basis of an exchange rate of
US$1.00 to CDN$1.00
. On this basis, each of Chanar Blanco and Auromin may convert the Debentures on the basis of 1,000 Common Shares for each
of outstanding principal up to an aggregate of 10,102,114 Common Shares (or up to 5,051,057 Common Shares for Chanar Blanco and 5,051,057 for Auromin). However, under the terms of the Debentures, the maximum amount convertible into Common Shares is such that each of Hernandez and Thomson do not hold, directly or indirectly, more than 19.99% of the issued and outstanding Common Shares of the Company as at the date of conversion.
The Debentures have been issued in payment of cash advances by each of Hernandez and Thomson to the Company in the aggregate amount of
. The cash advances were used for working capital and to fund capital expenditures on the Pimenton Mine. The Debentures mature on
July 30, 2018
. The Debentures do not bear interest. The Company may also, at its option, accelerate the conversion (the "
") of all or part of the outstanding principal at the Conversion Price, at any time if the closing price of the Common Shares on the
Stock Exchange, equals or exceeds
per Common Share for a period of 20 consecutive trading days (the "
"), provided that the Acceleration Right is exercised by the Company within 20 business days after the end of the Acceleration Period. The Acceleration Period Right is subject to the 19.99% conversion threshold noted above.
Concurrent with the issuance of the Debentures, a wholly owned subsidiary of the Company, Compania Minera Pimenton ("
"), has today entered into agreements (the "
") with Chanar Blanco and Auromin pursuant to which Pimenton may draw down up to an aggregate of
to cover operating expenses at the Pimenton Mine. Amounts drawn down under the Loan Agreements bear interest at a rate of 5% per annum, payable quarterly following an initial grace period of 15 months. In order to guarantee the payment obligations of Pimenton under the Loan Agreements, Pimenton has granted a first security interest in the mining concessions it holds in favour of Chanar Blanco and Auromin. All amounts outstanding under the Loan Agreements are to be repaid by Pimenton to Chanar Blanco and Auromin on or before
July 25, 2016
The participation of Hernandez and Thomson in the private placement of Debentures and entry into the Loan Agreement constitute a "related party transaction" under Multilateral Instrument 61-101-
Protection of Minority Security Holders in Special Transactions
"), but the Company was exempt from both the formal valuation and minority shareholder approval requirements of MI 61-101 in connection with the private placement on the basis of the financial hardship of the Company.
Entry into the Debentures and Loan Agreements by the Company have become necessary as a result of the Company experiencing cash flow problems since March, 2013 at the Pimenton Mine. The causes of the shortages of cash flow at the Pimenton Mine is three fold, namely operational problems due to delays in a main drive to reach known ore shoots below the existing levels, a drop in the price of gold, and a reduction in plant operational days.