TORONTO, ON / ACCESSWIRE / April 26, 2017 / Southeast Asia Mining Corp. ("SEA" or the "Company") announces that it has completed a debt restructuring, whereby it has converted $687,647 of trade debt into 13,752,939 common shares ("Common Shares") of the Company and converted all outstanding debentures in the principal amount of $942,000 into 18,840,000 Common Shares on April 21, 2017 (the "Debt Settlement"). Also, the Company issued 7,500,000 Common Shares to the Chief Executive Officer of the Company for services provided during the period 2013 to 2016 on April 24, 2017 ("Shares for Services").
Brian Jennings acquired 7,500,000 Common Shares. Subsequent to the completion of the Debt Settlement, Mr. Jennings owned 1,000,000 Common Shares, representing approximately 1.4% of the issued and outstanding Common Shares. Upon completion of the issuance of Shares for Services, Mr. Jennings will own 8,500,000 Common Shares of the Company, representing approximately 10.7% of the Company's issued and outstanding Common Shares on a non-diluted basis. If Mr. Jennings were to exercise all of his convertible securities, he would own 9,500,000 Common Shares, representing approximately 11.9% of the then outstanding Common Shares, on a partially diluted basis. Depending on market and other conditions, or as future circumstances may dictate, Mr. Jennings may from time to time increase or decrease his holdings of Common Shares or other securities of the Company. A copy of the early warning report will be available on the Company's issuer profile on SEDAR at www.sedar.com.
Certain insiders of the Company acquired 10,168,395 Common Shares in connection with the transaction, such participation constitutes a "related party transaction" as defined in Multilateral Instrument 61-101 - Protection of Minority Security holders in Special Transactions ("MI 61-101"). The Company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(b) of MI 61-101, as the Common Shares are not listed on a specified market and the fair market value of the participation by insiders does not exceed 25% of the market capitalization of the Company, as determined in accordance with MI 61-101. A material change report will be filed less than 21 days before the closing date of the Debt Settlement. This shorter period is reasonable and necessary in the circumstances to allow the Company to improve its financial position by reducing its accrued liabilities in order to make it a more attractive for potential merger and acquisition transactions.
For further information, please contact:
Southeast Asia Mining Corp.
Brian Jennings
President, CEO and CFO
Tel: (416) 616-4230
Email: [email protected]
Statements in this release that are forward-looking reflect the Company's current views and expectations with respect to its performance, business, and future events. Such statements are subject to various risks and assumptions, some, but not necessarily all, are disclosed elsewhere in the Company's disclosure filings with Canadian securities regulators. Such statements and information contained herein represent management's best judgment as of the date hereof based on the information currently available; however actual results and events may vary significantly. The Company does not assume the obligation to update any forward-looking statement.
SOURCE: Southeast Asia Mining Corp.