VANCOUVER, British Columbia, Nov. 17, 2020 (GLOBE NEWSWIRE) — Patagonia Gold Corp. (“Patagonia” or the “Company”) (TSXV: PGDC) announces it has entered into an agreement with Cantomi Uruguay S.A. (“Cantomi”) to extend the maturity of the Cantomi Loan (as defined below) to December 31, 2022. Cantomi provided a US$15 million loan facility at 5% interest per annum (the “Cantomi Loan”), which was to mature on March 31, 2021. Other than the extension of the maturity date to December 31, 2022, all other terms of the Cantomi Loan remain unchanged. The Company also agreed to extend the maturity date of its bank indebtedness, being its operating lines of credit, from January 31, 2021 to December 31, 2021. Other than the extension of the maturity date to December 31, 2021, all other terms of the operating lines of credit will remain unchanged.
Patagonia has agreed to settle a total of US$30,000 and £74,000 of debt owed to certain directors of the Company for director fees for the period July 2019 to September 2020 and former directors of its wholly-owned subsidiary to whom director fees are owed for the period July 2016 to July 2019 (the “Outstanding Fees”). The Company will settle the Outstanding Fees (the “Director Fee Conversion”) by issuing a total of 1,201,111 common shares (“Shares”) of the Company at a deemed price of $0.14, being the closing price of the Shares on the TSX Venture Exchange (the “TSXV”) on the trading day prior to the date of such agreement. Completion of the Director Fee Conversion is subject to approval of the TSXV and the Shares issued in connection with the Director Fee Conversion will be subject to a four-month hold period in accordance with applicable securities legislation.
The extension of the maturity date of the Cantomi Loan is a “related party transaction” under Multilateral Instrument 61-101 –
Protection of Minority Security Holders in
Special Transactions
(“
MI 61-101
”) because Cantomi is a related party since it is owned and controlled by the Chairman of the Company’s board of directors (the “Board”). Pursuant to Section 5.5(b) and 5.7(1)(f) of MI 61-101, the Company is exempt from obtaining a formal valuation and approval of the Company’s minority shareholders because the Shares trade on the TSXV and the Cantomi Loan does not have an equity or voting component and is on reasonable commercial terms that are not less advantageous to the Company than if the Cantomi Loan was obtained from an arm’s length party.
The Director Fee Conversion is also a “related party transaction” under MI 61-101 because it involves directors of the Company. Pursuant to Section 5.5(b) and Section 5.7(a) of MI 61-101, the Company is exempt from obtaining a formal valuation and approval of the Company’s minority shareholders because the Shares trade on the TSXV and the aggregate fair market value of the consideration of the Director Fee Conversion does not exceed 25% of the Company’s market capitalization as determined in accordance with MI 61-101.
Patagonia also announces that it has filed restated condensed interim consolidated financial statements and MD&A for the interim period ended March 31, 2020 (the “Q1 2020 Filings”) and restated audited annual consolidated financial statements and MD&A for the year ended December 31, 2019 (the “2019 Filings”), which are available on the Company’s profile on SEDAR at www.sedar.com. Subsequent to the issuance of financial statements and MD&A for the interim period ended March 31, 2020 on July 14, 2020 and the issuance of the audited financial statements and MD&A for the annual period ended December 31, 2019 on June 15, 2020 on SEDAR at
www.sedar.com
, the Company determined that changes were appropriate in order for the Company to improve its disclosure to better comply with the requirements of the United States Securities and Exchange Commission (the “SEC”) that were applicable at the time of such filings.
Although there were no changes to any of the numbers in the financial statements themselves, the Q1 2020 Filings reflect an updated subsequent events note (Note 27) and amendments to the MD&A (Item 2) to include discussion of the segmented results of operations and the discussion of the properties was updated to comply with SEC Industry Guide 7, and the 2019 Filings reflect the following amendments: the section on properties (Item 2) was updated to comply with SEC Industry Guide 7; the MD&A (Item 7) was updated to include discussion of the segmented results of operations; in the executive compensation section (Item 11), the summary compensation and outstanding stock option disclosure for the officers was improved; the disclosure regarding beneficial ownership of directors and officers (Item 12) was improved; the disclosure regarding related transactions (Item 13) was improved and the subsequent events note (Note 29) was updated. The Q1 2020 Filings and the 2019 Filings replace and supersede the previously filed financial statements and MD&A for such periods filed on July 14, 2020 and June 15, 2020, respectively.
About Patagonia Gold
Patagonia Gold Corp. is a mining and development company listed on the TSX Venture Exchange. The Company seeks to grow shareholder value through exploration and development of gold and silver projects in the Patagonia region of Argentina. The Company is primarily focused on the Calcatreu project in Rio Negro and the development of the Cap-Oeste underground project. Patagonia, indirectly through its subsidiaries or under option agreements, has mineral rights to over 365 properties in several provinces of Argentina and Chile and is one of the largest landholders in the province of Santa Cruz, Argentina.
For more information, please contact:
Dean Stuart
T: 403 617 7609
E: [email protected]
Christopher van Tienhoven
Chief Executive Officer
E: [email protected]
FORWARD-LOOKING STATEMENTS
This news release contains certain forward-looking statements, including, but not limited to, statements
with respect to the
extension of the operating lines of credit and Director Fee Conversion, and the Company’s future plans and intentions.
Wherever possible, words such as “may”, “will”, “should”, “could”, “expect”, “plan”, “intend”, “anticipate”, “believe”, “estimate”, “predict” or “potential” or the negative or other variations of these words, or similar words or phrases, have been used to identify these forward-looking statements. These statements reflect management’s current beliefs and are based on information currently available to management as at the date hereof.
Forward-looking statements involve significant risk, uncertainties and assumptions. Many factors could cause actual results, performance or achievements to differ materially from the results discussed or implied in the forward-looking statements. These factors should be considered carefully and readers should not place undue reliance on the forward-looking statements. Although the forward-looking statements contained in this news release are based upon what management believes to be reasonable assumptions, the Company cannot assure readers that actual results will be consistent with these forward-looking statements. These forward-looking statements are made as of the date of this news release, and the Company assumes no obligation to update or revise them to reflect new events or circumstances, except as required by law.
Neither the 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.
