TORONTO, ONTARIO--(Marketwired - Dec. 7, 2015) - A.B. Aterra Resources Ltd. ("Aterra") announces that it has entered into a note exchange, amendment and placement agreement (the "Note Exchange Agreement") with, among others, Silver Bear Resources Inc. ("Silver Bear") pursuant to which Aterra agreed to loan Silver Bear $3,300,000 of new funds. As previously disclosed, Silver Bear had previously issued to Aterra a convertible promissory note dated October 2, 2015 (the "Old Promissory Note") in the principal amount of $2,310,000. Pursuant to the terms of the Note Exchange Agreement, Aterra agreed to exchange, for cancellation, the Old Promissory Note and its entitlement to a portion of the accrued interest thereon, and to provide Silver Bear with the $3,300,000 of new funds, all in consideration of the issuance by Silver Bear to Aterra of a new consolidated contingent convertible promissory note (the "Consolidated Promissory Note") in the aggregate principal amount of $5,669,806.85 dated December 4, 2015.
The Consolidated Promissory Note bears interest at 15% per annum and the principal and all accrued and unpaid interest are due at maturity on December 31, 2016. Silver Bear may not pay interest on, nor may Aterra convert, the Consolidated Promissory Note until Silver Bear has received minority shareholder approval in respect of the Consolidated Promissory Note under Toronto Stock Exchange rules and applicable securities laws. Upon such shareholder approval being obtained, Aterra will have the right to convert the outstanding principal amount of the Consolidated Promissory Note and all accrued and unpaid interest into common shares of Silver Bear at a conversion price equal to $0.045 per share, subject to adjustment.
In addition to the Consolidated Promissory Note, Aterra owns 40,468,579 common shares of Silver Bear (the "Owned Shares").
Assuming Aterra were to fully convert the $5,669,806.85 principal amount of the Consolidated Promissory Note (but none of the interest thereon), and assuming no other new issuances of common shares by Silver Bear at or prior to such time, Aterra would acquire 125,995,707 common shares upon such conversion, representing approximately 43.9% of the then outstanding common shares. The shares acquired upon such conversion, together with the Owned Shares, would amount in aggregate to 166,464,286 shares, representing approximately 57.9% of the then outstanding common shares.
Aterra acquired the Consolidated Promissory Note for investment purposes and continues to monitor the business, prospects, financial condition and potential capital requirements of Silver Bear. Depending on its evaluation of these and other factors, Aterra may from time to time in the future increase or decrease its ownership, control or direction over the shares or other securities of Silver Bear through market transactions, private agreements, subscriptions from treasury or otherwise.
For further information, including a copy of the corresponding report filed with Canadian securities regulators, contact:
|Mr. Lambros Kyriakides|
|+357 2 500 1500|
|A.B. Aterra Resources Ltd|
|Themistokli Dervi, 3, Julia House|
|P.C.1066, Nicosia, Cyprus|