Newlox Gold Announces Issuance of Convertible Debentures and Amendment of Convertible Debentures and Warrants
January 19 - Newlox Gold Ventures Corp. (the "Corporation") announces that: (i) it intends to conduct a non-brokered private placement (the "Private Placement") of up to 1,000 units of the Corporation (the "Units") at a price of $1,023 per Unit, for gross proceeds of up to $1,023,000. Each Unit will be comprised of: (i) a $1,0230 principal amount two-year 5% unsecured convertible debenture ("New Debenture"), and (ii) 9,300 common share purchase warrants of the Corporation (each warrant, a "New Warrant").
(ii) it intends amend the terms of an aggregate of $403,5000 convertible debentures (the "Prior Debentures") and 2,690,000 common share purchase warrants (the "Prior Warrants") issued under a previous non-brokered private placement completed on January 31, 2024.
New Debentures
New Debenture Conversion & Terms
Each New Debenture will consist of $1,000 principal amount, bear interest at a rate of 5% per annum, payable in full upon maturity, and be unsecured. The principal amount outstanding under the New Debentures and all accrued and unpaid interest thereon will be payable in cash or equity two (2) years from the date of issuance of the New Debentures. The New Debentures will be convertible at the option of the holder, in whole or in part, into common shares of the Corporation (the "New Debenture Shares") at a conversion price of $0.11 per Debenture Share, subject to adjustment.
New Warrants
Each New Warrant will entitle the holder thereof to acquire one Common Share (a "New Warrant Share") at a price of $0.15 per New Warrant Share for a period of two (2) years from the date of issue.
The New Debentures, the New Debenture Shares, the New Warrants and the New Warrant Shares will be subject to a four month and one day statutory resale restriction pursuant to applicable Canadian securities laws.
Related Party Transaction
The Corporation announces that Mr. MacKay, an insider of the Corporation, intends to participate in the Private Placement in the aggregate amount of $41,400.
Any participation in the Private Placement by the insider will constitute a "related party transaction" as defined under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Corporation expects such participation will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as the fair market value of the Units subscribed for by Mr. MacKay, nor the consideration for the Units paid by the insider, is expected to exceed 25% of the Corporation's market capitalization.
The Company intends to use the net proceeds from the Private Placement for general corporate purposes.
Prior Debentures
Prior Debenture Amendments
The Corporation has entered into an agreement with holders of the Debentures to extend the maturity dates for an additional twenty-four months from January 31, 2026 to January 31, 2028 and reduce the interest rate from 10% per annum to 5% per annum. In addition, the Corporation will make an application to the Canadian Securities Exchange (the "CSE") to reduce the conversion price of the Debentures from $0.15 to $0.11.
Prior Warrant Amendments
The Corporation intends to seek approval from the CSE to amend the expiry date and exercise price of the Warrants, which were issued in connection with the Debentures. The Warrants are exercisable until January 31, 2026 at $0.25 per share. The Corporation proposes extending the exercise period of the Warrants by two (2) years from January 31, 2026 to January 31, 2028 and reduce the exercise price of the Warrants from $0.25 to $0.15 per common share.
All other terms of the Prior Debentures and Prior Warrants will remain the same.
About Newlox Gold Ventures Corp.
Newlox Gold Ventures Corp. is an emerging precious metals producer dedicated to the recovery of gold and silver from artisanal and small-scale mining operations across Latin America. The Corporation leverages technology to recover precious metals while remediating historical mine waste and contributing to local economic development.
For further details, please contact:
info@newloxgold.com
647.848.5843
Neither Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Canadian Securities Exchange) accept responsibility for the adequacy or accuracy of this release).
Forward Looking Statements
This news release contains "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities legislation. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as "plans", "anticipated", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved". Newlox is subject to significant risks and uncertainties which may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements contained in this release. Newlox cannot assure investors that actual results will be consistent with these forward-looking statements and Newlox assumes no obligation to update or revise the forward-looking statements contained in this release to reflect actual events or new circumstances.
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