Detector Exploration Ltd.: Loans from Related Parties
24 Novembre 2011 - 11:02PM
Marketwired
Detector Exploration Ltd. ("Detector") (TXS VENTURE:DEX) announces
that Detector has approved the borrowing of an additional $125,000
from 2 directors of Detector, Edward A. James and Ronald E.
Alexander. Edward A James and Ronald E. Alexander are both "related
party" to Detector because they are both directors of Detector.
Ronald E. Alexander is also President and CEO of Detector. The
loans by Ronald E. Alexander ($25,000) and Edward A. James
($100,000) are both unsecured loans, are not convertible into
shares or other securities of Detector and bear interest at 10% per
annum, which terms the Board of Directors of Detector has concluded
constitute commercial terms that are not less advantageous to
Detector than if the loan or credit facility were obtained from a
person dealing at arm's length with Detector.
As Ronald E. Alexander is President, C.E.O. and Director of
Detector, and Edward A. James is a Director of Detector, the
borrowing of the loan from Ronald E. Alexander and Edward. A. James
is a "related party transaction" within the meaning of Multilateral
Instrument 61-101 (incorporated by reference into TSX-V Policy
5.9). As a related party transaction, the following additional
disclosures are provided (following the listing of disclosures in
Section 5.2 of MI 61-101). As the extension of the loan does not
result in a material change for Detector no Material Change Report
has been filed.
The purpose of the loan from the perspective of Detector is to
provide Detector with capital needed to repay third party loans
that were due and payable on September 30, 2011. Alternative
funding was not available. Since these loans were used to payout
existing loans, little effect on Detector's business and affairs is
expected from the loans.
Each of Edward A. James and Ronald E. Alexander will be entitled
to receive interest and return of the principal in priority to
shareholders.
The review and approval process that has been adopted by
Detector for this transaction is as follows:
a. the Board of Directors of Detector has already approved the borrowing of
the funds and in particular the appropriate interest rate to pay given
market conditions, risk factors and lack of immediately available
alternative sources of capital;
b. Detector has determined that distribution of an information circular to
shareholders, preparation and distribution of a formal valuation and
seeking of Detector shareholder approval of the Debenture issue is not
necessary under MI 61-101 (including TSX-V policy 5.9 which incorporates
such policy by reference) because:
i. the transaction being a simple loan transaction (with no securities
being issued) does not fall within the types of transactions listed
in paragraphs of (a) - (g) of the definition of related party
transaction for which MI 61-101 would require a Formal Valuation;
ii. the transaction being a loan on reasonable commercial terms that are
not less advantageous to Detector (as compared to a loan that might
be obtained from a person dealing at arm's length to Detector) and
since the loan is not convertible into equity and is not repayable
with equity, the loan transactions fall with an exemption to the
minority approval requirements described in section 5.7(1)(f) of MI
61-101;
c. the disinterested directors of Detector (i.e. those other than
Alexander) have all approved the transactions;
Detector is an oil and gas corporation whose shares are listed
for trading on TSX Venture Exchange Inc. under the symbol DEX.
As of November 24, 2011 Detector has outstanding 11,918,701
Common Shares. Detector does not currently have any outstanding
options, warrants or convertible securities that could result in
the issuance of additional Common Shares.
NEITHER TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES
PROVIDER (AS THAT TERM IS DEFINED IN POLICIES OF THE TSX VENTURE
EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF
THIS RELEASE.
Contacts: Detector Exploration Ltd. Ronald E. Alexander
President (403) 264-1880 (403) 265-9105 (FAX) Detector Exploration
Ltd. Suite #1020, 736 - 6th Avenue S.W. Calgary, Alberta T2P
3T7
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