White Rock, B.C. / ACCESSWIRE / August 27, 2014 / New Carolin Gold Corp. (the "Company" or "New Carolin") (TSX-V: LAD) announces that the Company proposes amended terms of Convertible Debentures that matured on July 31, 2013 and on September 27, 2013. The new terms and conditions are subject to acceptance by the holders of the Convertible Debentures and to TSX Venture Exchange approval.
The Company has the following Convertible Debentures outstanding:
1.Multiple Non-Transferable Secured Convertible Debentures (the "2012 Term Loans") in the total principal amount of $415,000 that matured on July 31, 2013. No principal has been repaid.
2.A Non-Transferable Secured Convertible Debenture (the "2011 Term Loan") in the principal amount of $200,000 that matured on September 27, 2013. Principal in the amount of $63,000 has been paid, leaving an unpaid balance of $137,000 outstanding.
The proposals to extend and modify both Convertible Debentures, which are secured by all of the Company's present and after acquired personal property, have been amended to include the following terms:
1. 2012 Term Loans
- The new Convertible Debenture will have an issue date of September 1, 2014, with a maturity date of August 31, 2016.
- Secured through a General Security Agreement against the assets of the Company.
- 13% interest payable semi annually.
- The Holders can convert the Convertible Debenture into Units (the "2012 Unit") at a conversion price of $0.05 per 2012 Unit. Each 2012 Unit will consist of one Common Share and one Common Share Purchase Warrant (the "2012 Warrant"). Each 2012 Warrant will be exercisable to acquire one additional Common Share of the Company at an exercise price of $0.07 per Common Share up to August 31, 2015; and thereafter converted at $0.07 per 2012 Unit with the 2012 Warrant excisable at $0.10 per Common Share up to the maturity date of August 31, 2016.
2. 2011 Term Loan
- The new convertible debenture will have an issue date of September 1, 2014, with a maturity of August 31, 2016.
- The Holders can convert the Convertible Debenture into Units (the "2011 Unit") at a conversion price of $0.05 per 2011 Unit. Each Unit will consist of one Common Share and one Common Share Purchase Warrant (the "2011 Warrant"). Each 2011 Warrant will be exercisable to acquire one additional Common Share of the Company at an exercise price of $0.07 per Common Share up to August 31, 2015; and thereafter converted at $0.07 per 2011 Unit with the 2011 Warrant excisable at $0.10 per Common Share up to the maturity date of August 31, 2016.
Non-Brokered Private Placement of Units
The Company also announces today that, subject to regulatory approval, it intends to complete a non-brokered private placement of up to 4,000,000 units at a price of C$0.05 per unit for gross proceeds of up to C$200,000. Each unit will consist of one common share and one common share purchase warrant. Each warrant will be exercisable to acquire one additional common share of the Company at any time for a 12-month period from the date of issuance, at an exercise price of C$0.10 per share. The Company may pay a finder's fee in respect of certain investors introduced to the Company of up to 10% of the gross proceeds of the private placement in cash.
The securities issued under this private placement will be subject to a four-month hold period. The private placement is expected to close by September 30, 2014.
The proceeds from the sale of the units will be used for general corporate purposes.
About New Carolin Gold Corp.
New Carolin Gold is a Canadian-based junior company focused on the exploration, evaluation and development of our strategic 144 sq. kms of contiguous mineral claims, collectively known as the Ladner Gold Project. The project is a short drive from Vancouver, British Columbia, in the prospective and under-explored Coquihalla Gold Belt, which is host to several historic small gold producers including the Carolin Mine, Emancipation Mine, Pipestem Mine and numerous gold prospects.
For further Company and technical information, please visit the Company's website at www.newcarolingold.com.
ON BEHALF OF THE BOARD OF DIRECTORS
"Robert L. Thast"
Interim President & Chief Executive Officer
E-mail: [email protected]
Web site: www.newcarolingold.com
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 the accuracy of this press release. We seek Safe Harbor.
Not for distribution in the United States.
Caution concerning forward-looking information
This news release may contain forward-looking statements that are based on the Company's expectations, estimates and projections regarding its business and the economic environment in which it operates. These statements are not guarantees of future performance and involve risks and uncertainties that are difficult to control or predict. Therefore, actual outcomes and results may differ materially from those expressed in these forward-looking statements and readers should not place undue reliance on such statements. Statements speak only as of the date on which they are made, and the Company undertakes no obligation to update them publicly to reflect new information or the occurrence of future events or circumstances, unless otherwise required to do so by law.
SOURCE: New Carolin Gold Corp.