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This press release, required by applicable Canadian law, is not intended for distribution to United States news agencies or for distribution in the United States.
VANCOUVER, BC / ACCESSWIRE / December 27, 2021 / Golden Dawn Minerals Inc., (TSXV: GOM | OTC: GDMRF | FRANKFURT: 3G8B), (“golden twilight” and the “Society“), is pleased to announce that it has accepted the terms of a new debt reorganization agreement (the”Debt reorganization agreement“) with its senior secured lender, RIVI Opportunity Fund, LP, (“RIVI“). The Debt Reorganization Agreement gives the Company renewed certainty as to the management and repayment of its obligations to RIVI, currently composed of the following elements:
- Principal advance of US $ 4,000,000 for a stream of purchased metal, bearing interest at an annual rate of 16.0%, pursuant to a gold purchase agreement dated December 23, 2016 (as amended) (the “GPA“), as well as all interest, fees, penalties and other charges payable (the”GPA Debt“);
- Principal advance of US $ 1,000,000, bearing interest at an annual rate of 20.0%, evidenced by a promissory note dated May 4, 2018, together with all interest, fees, penalties and other accrued charges (the “Note on indebtedness“); and
- Various other demand loan advances from RIVI and certain of its associates, bearing interest at an annual rate of 14.0%, totaling approximately US $ 306,000, together with all interest, fees, penalties and other accrued charges (the “Other debts“).
(together, the “RIVI Debt“)
Pursuant to the Debt Reorganization Agreement, the Company may pay note debt and other indebtedness, as well as all other interest, fees, penalties and accrued liabilities under RIVI Debt for payments totaling US $ 2,006,000 as follows:
- The Company will make an initial cash payment to RIVI of US $ 306,000 on cash on hand by December 29, 2021 in full and final settlement of the Other Debt.
- The Company will be entitled to settle the full amount of the debt in the form of Notes, plus all other interest, fees, penalties and accrued liabilities under the RIVI Debt, by making the following payments totaling $ 1.70 million US: (i) an upfront payment of C $ 500,000 no later than February 15, 2022, (ii) thereafter, monthly payments of at least US $ 50,000 each, effective March 1, 2022, and ( iii) a final lump sum payment of the then remaining balance of US $ 1.70 million no later than February 1, 2023.
In addition, the AMP is amended such that RIVI’s right to produce gold from the Company’s Lexington and Golden Crown projects (together, the “Projects“) is reduced from 15.0% to 10.0% of total gross production combined with the addition of a 2.0% NSR on gold produced at the Lexington plant. The price of the stream remains unchanged at the lessor of a gold equivalent price per ounce of US $ 400, or 80% of the market price of gold, for the life of the projects (the “Gold purchase flow“) The Company will have the option to repurchase the Gold Purchase Stream, and otherwise to fully and definitively satisfy the remaining GPA debt and other obligations to RIVI under the AMP, for an option payment. in one-time cash grant of US $ 6.0 million, exercisable at any time before December 31, 2022. If the Company elects not to exercise this option, the 10.0% gold purchase stream will remain in place and the Company will continue to have the right to repurchase the 50% gold purchase stream in accordance with the current AMP.
As long as the Company remains in compliance with the conditions described above of the Debt Reorganization Agreement, all interest, fees, penalties and other charges payable on the RIVI Debt will be waived, and RIVI’s ‘will refrain from declaring a defect of Golden Dawn. or assert one of its securities against the Company or its assets.
On behalf of the Board of Directors of GOLDEN DAWN MINERALS INC.
Through: “Christophe Anderson”
Chief executive officer
For more information, please contact:
Golden Dawn Minerals Inc. – Corporate Communications:
Phone. : Phone. : 604-488-3900
Email: [email protected]
Cautions Regarding Forward-Looking Statements: This press release contains certain “forward-looking statements” within the meaning of Canadian securities laws, including statements regarding the Debt Reorganization Agreement, including the Company’s payment obligations, and the plans of the Company. company to increase resource estimates and bring projects into production. Although the Company believes these statements to be reasonable, it cannot guarantee that these expectations will prove to be correct. Forward-looking statements are statements that are not historical facts; they are usually, but not always, identified by the words “expects”, “plans”, “anticipates”, “believes”, “intention”, “estimates”, “projects”, “objectives”, “potential” “,” Objective “,” objective “,” prospective “and similar expressions, or that events or conditions” will “,” would be “,” could “,” may “,” could “or” should “occur , or are those statements which, by their nature, refer to future events. The Company cautions that forward-looking statements are based on the beliefs, estimates and opinions of the management of the Company at the date the statements are made and that they involve a number of risks and considerations. ‘uncertainties. Accordingly, there can be no assurance that such statements will prove to be accurate and that actual results and future events could differ materially from those anticipated in such statements. Except to the extent required by applicable securities laws and the policies of the TSX Venture Exchange, the Company assumes no obligation to update these forward-looking statements if the beliefs, estimates or opinions of management, or of other factors, had to change. Factors that could cause future results to differ materially from those anticipated in these forward-looking statements include the possibility that the Company may not be able to raise sufficient funding to continue to fund its critical dewatering commitments, security and assurance with respect to the Lexington and Golden Crown properties and the Greenwood processing plant, that the Company will not be able to obtain sufficient financing to cope with carrying out some or all debt payments and options to RIVI required to execute the Debt Reorganization Agreement, or the Company will encounter financing, geological, technical or permitting problems preventing it from achieving its development objectives. Readers are referred to the Company’s reports, available to the public through the Canadian Securities Administrators’ Electronic Data Analysis and Research System (SEDAR) at www.sedar.com for a more complete discussion of these risk factors and their potential effects.
THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO PURCHASE, NOR THAT THERE WILL BE NO SALE OF SECURITIES OF THE COMPANY IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE MAY BE. ILLEGAL BEFORE REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF SUCH JURISDICTION.
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 accuracy of this release.
THE SOURCE: Golden Dawn Minerals Inc.
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