BERLIN, July 03, 2020 (GLOBE NEWSWIRE) -- Dr. Georg Josef Pollert (the “Acquiror”), a director and principal shareholder of Blue Star Gold Corp. (the “Company”) announces that on July 3, 2020, pursuant to a private placement (the “Private Placement”), he acquired ownership of 3,175 Units of the Company at a price of $1,000 per Unit. Each Unit consists of 20,000 Debentures and 20,000 Warrants, with each Warrant exercisable into common shares of the Company (“Shares”) at an exercise price of $0.075 per Share until July 3, 2023 (the “Maturity Date”).
As a result of the acquisition of the 3,175 Units, the Acquiror was issued Debentures in the principal amount of $3,175,000 and 63,500,000 Warrants.
The Debentures bear an interest rate of 7.5% calculated annually. The interest is payable in advance for each year from the date of issuance such that the first year’s interest will be payable on the first day after the date of issuance. Subject to the approval of the TSX Venture Exchange and until the Maturity Date, the interest payment will be satisfied through the issuance of Shares to the Acquiror in a number that is equivalent to a simple annual interest rate of 7.5% based on the market price of the Company’s Shares at the due date.
The Debentures are convertible into Shares, at no additional consideration to the Acquiror, at a price of $0.05 per Share during the first year and $0.10 per Share during the second and third years. The number of Shares to be issued on conversion of the interest is dependent on the trading price of the Shares at the time of conversion.
Prior to the closing of the Private Placement, the Acquiror held 35,695,542 Shares, 1,000,000 Options, 34,000,000 Warrants and 44,000,000 Debentures and was conditionally entitled to receive a maximum of 5,435,542 loan bonus shares (“Loan Bonus Shares”) under the terms of an existing loan agreement between the Company (as borrower) and the Acquiror (as lender). Prior to the closing of the Private Placement, the Acquiror’s non-diluted shareholdings represented approximately 25.03% of the Company’s issued and outstanding Shares.
As a result of closing of the Private Placement on July 3, 2020 and issuance of 3,175 Units, the Acquiror now holds 35,695,542 Shares, 1,000,000 Options, 97,500,000 Warrants and 107,500,000 Debentures and is conditionally entitled to receive a maximum of 5,435,542 Loan Bonus Shares. The Acquiror’s non-diluted shareholdings now represent approximately 25.03% of the Company’s issued and outstanding Shares.
Thus on a partially diluted basis (i.e., assuming full exercise of all Warrants and Options, full conversion of all Debentures by the Acquiror, receipt by the Acquiror of the maximum number of Loan Bonus Shares, and no other issuances of Shares by the Company), the Acquiror would hold a total of 247,131,084 Shares, representing approximately 69.8% of the Company’s issued and outstanding Shares.
The Units were acquired by the Acquiror for investment purposes. The Acquiror may increase or decrease its ownership of securities of the Company as the circumstances or market conditions warrant.
To obtain a copy of the early warning report filed by the Acquiror, please contact the Acquiror at 011.49.172.946.1380 or refer to the Company’s SEDAR profile at www.sedar.com.