Besra Gold has closed its long-anticipated C$10 million exit financing, thus satisfying the remaining condition of the amended proposal approved by creditors pursuant to the Bankruptcy and Insolvency Act (Canada).
As part of a Securities Purchase Agreement between Besra and Pangaea Holdings, Pangaea was issued a secured convertible note convertible at a conversion price of C$0.01 into one common share of Besra and one-third of a warrant to purchase common shares of Besra, each whole warrant entitling Pangaea to purchase one common share at an exercise price of C$0.02 for a term of five years from the date of issuance.
In order to vest Pangaea with voting control of the company pending conversion of the convertible note, Pangaea was issued common shares representing 50.1% of the voting rights of Besra’s issued and outstanding common shares.
The net proceeds from the exit financing will be used to settle the cash portion of claims and expenses incurred under the Bankruptcy and Insolvency Act proceedings, to repay the debtor in possession loan that was advanced to the company and certain outstanding secured promissory notes, to acquire further interests in the Bau project and for operational purposes related thereto, to bring the company’s continuous disclosure record current and apply for full revocations of all cease trade orders as well as for general working capital purposes.
In connection with the security arrangements to be made available to Pangaea, InCoR Holdings PLC, which holds a secured convertible note in the principal amount of C$2 million, has agreed to subordinate all security interests held by it in the company to those of Pangaea.
Besra’s managing director John Seton said, “We are very pleased to have completed the exit financing and to emerge from the bankruptcy proceedings. I would particularly like to acknowledge the patience and support of our creditors and shareholders.
"The company, with the strong support of Pangaea, is now in a position to re-focus our efforts on rebuilding shareholder value, based on our world-class Bau project in East Malaysia.”
Subsequently Besra has made several changes to its Board of Directors. Effective November 17, David Seton, George Molyviatis and Les Robinson resigned, and Jocelyn Bennett and John Seton were appointed. Jon Morda remains on the Board.
John Seton was Besra’s CEO and will transition to managing director of the company. Jocelyn Bennett is a Swiss fiduciary and director of Pangaea Holdings Ltd. Jon Morda continues in his role as chair of the Audit Committee.