BRS Resources Announces Closing of $1,000,000 Convertible Note Issuance
29 Marzo 2013 - 1:05AM
Marketwired Canada
NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR RELEASE VIA US NEWSWIRE SERVICES
BRS Resources Ltd. (TSX VENTURE:BRS) ("BRS" or the "Company") today announces
that it has completed a private placement (the "Private Placement") with a fund
(the "Subscriber") managed by Carlson Capital, L.P. ("Carlson") consisting of
the issuance of a convertible note in the aggregate principal amount of
$1,000,000 (the "Note"), the terms of which were previously announced in the
Company's press release dated March 7, 2013.
The Note has a maturity date of 12 months from the date of issuance. The Note
bears interest at 12% per annum, compounded monthly, payable on maturity. The
principal amount of the Note is convertible, at the option of the holder, into
common shares of the Company (the "Conversion Shares") at a price of $0.075 per
share (the "Conversion Price"), which Conversion Price will be subject to
adjustment in accordance with the terms of the Note. Unpaid and accrued interest
will be convertible, at the option of the holder, into common shares of the
Company (the "Interest Shares") at the then current market price of the common
shares of the Company on the TSX Venture Exchange ("TSXV") at the time of
settlement.
All securities issued in connection with the Private Placement will be subject
to a minimum hold period of four months and one day pursuant to applicable
securities laws.
As collateral security for the Company's obligations under the Note, the Company
entered into a pledge agreement in favour of a collateral agent (the "Collateral
Agent"), on behalf of the Subscriber, whereby the Company pledged and assigned
to the Collateral Agent a continuing first priority perfected security interest
in the Company's interest in the outstanding shares of common stock of Bonanza
Resources (Texas) Inc., a wholly-owned subsidiary of the Company, and certain
other guarantees.
Carlson previously purchased, through two funds, $6,000,000 in convertible
notes, which notes were converted into 20,000,000 common shares of the Company
at a conversion price of $0.30 per share. Funds managed by Carlson, which
manages the Subscriber, currently control 37.9% of the Company's outstanding
common shares. If the Note is converted into the Company's common shares, funds
managed by Carlson will control an additional 13,333,333 shares, assuming a
conversion price of $0.075 per Conversion Share, representing an aggregate of
50.5% of the Company's outstanding common shares. In addition, such funds hold
warrants ("Warrants") to purchase an additional 10,000,000 shares at a price of
$0.45 per common share until November 4, 2013. If the Warrants are exercised in
their entirety, funds managed by Carlson will control an additional 10,000,000
shares, which, including the Conversion Shares, will result in Carlson
controlling an aggregate of 57.0% of the Company's outstanding common shares
(assuming the conversion of no other outstanding convertible securities or
options, and approximately 51.0% on a fully diluted basis). The figures and
percentages indicated above do not include any Interest Shares which may be
issued to settle the interest payment due at maturity of the Note.
The proceeds of the Private Placement are expected to be used for general
corporate purposes and funding of capital calls from AleAnna Energy LLC, which
will allow BRS to continue its exploration activities in Italy. None of the
proceeds of the Private Placement will be used to satisfy obligations of related
parties (as defined in the policies of the TSXV).
Specifically, the Company expects that the proceeds to be used for the following
general corporate purposes:
----------------------------------------------------------
Description Amount
----------------------------------------------------------
Accounting $22,000
----------------------------------------------------------
IR Support $15,000
----------------------------------------------------------
Geologist and Geophysical $15,000
----------------------------------------------------------
Auditors $44,000
----------------------------------------------------------
Selling, general and administrative expenses $30,000
----------------------------------------------------------
$126,000
----------------------------------------------------------
In addition, the Company expects that the capital calls from AleAnna Energy LLC
will be for the following purposes, which may be subject to change:
----------------------------------------------------------------------------
Estimated
Date of Estimated
Payment Description Amount
----------------------------------------------------------------------------
March, 2013 Monthly operating expenses for AleAnna $50,000
Resources
-------------------------------------------------------------
Exploration activities - seismic surveys, $50,000
geology
----------------------------------------------------------------------------
April, 2013 Monthly operating expenses for AleAnna $50,000
Resources
-------------------------------------------------------------
Exploration activities - seismic surveys, $100,000
geology, studies, permitting
-------------------------------------------------------------
Drilling - permitting $50,000
----------------------------------------------------------------------------
May, 2013 Monthly operating expenses for AleAnna $50,000
Resources
-------------------------------------------------------------
Exploration activities - seismic surveys, $100,000
geology, studies, permitting
-------------------------------------------------------------
Drilling - exploration well $50,000
----------------------------------------------------------------------------
June, 2013 Monthly operating expenses for AleAnna $50,000
Resources
-------------------------------------------------------------
Exploration activities - seismic surveys, $100,000
geology, studies, permitting
-------------------------------------------------------------
Drilling - exploration well $100,000
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Total $750,000
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The Company will also use a portion of the proceeds, estimated at $74,000, for
the payment of legal, accounting and other regulatory expenses in connection
with the Financing.
The Private Placement, and the transactions contemplated thereby, has been
approved by the board of directors of the Company, excluding those directors
that have a direct interest in the Private Placement.
ABOUT BRS
BRS is listed on the TSX Venture Exchange under the symbol "BRS". The Company is
an independent international oil and gas company focused on the development and
production of oil and natural gas reserves.
ON BEHALF OF THE BOARD OF DIRECTORS
Steve Moore, President/CEO
FOR FURTHER INFORMATION PLEASE CONTACT:
BRS Resources Ltd.
Steve Moore
President/CEO
214-276-0373
smoore@brsresources.com
www.brsresources.com
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