NOT FOR DISTRIBUTION TO US NEWSWIRE OR FOR DISTRIBUTION IN THE UNITED STATES
FRANKLIN, Ind., October 7, 2021 (GLOBE NEWSWIRE) – IBC Advanced Alloys Corp. (“IBC“or the”Society“) (TSX-V: IB; OTCQB: IAALF) announces that it has entered into a convertible securities financing agreement (the”Agreement“) for the issuance of a Convertible Note with a principal amount of US $ 1,500,000 (the”Safety of convertibles“) to Lind Global Fund II, LP, managed by The Lind Partners, LLC, a New York-based institutional fund manager (collectively, the”Investor” Where “Lind“).
Under the terms of the Agreement, the Convertible Note will have a principal amount of US $ 1,500,000 (the âThe principal amount“) with an amount of prepaid interest of US $ 187,500, for a total face value of US $ 1,687,500 (the”Nominal value“), and have a term of 24 months (the”Term“). The capital, less closing costs of US $ 75,000, will be convertible into common shares of the capital of the Company, at the option of the investor, at a fixed conversion price per share of C $ 0.21, or 105%. of the last closing price. common shares of the Company on the TSX Venture Exchange (the “To exchange“) before the signing of the Contract. Subject to certain conditions, including the approval of the Exchange, at any time during the term, the investor will have the right to invest up to an additional 750,000 USD with an amount of additional interest of up to $ 93,750 with prorated terms and fees (the “Reinvestment option“).
Under the Agreement, the Company is required to make redemptions on the Face Value of the Convertible Note in the amount of USD 75,000 per month after the first four months and until the Face Value is redeemed, which redemption amount will be reduced by the amount converted into common shares.
The issue of the Convertible Note will be carried out according to the rules of private placement with a holding period of 4 months plus one day. Prepaid interest will accumulate monthly and, subject to the approval of the Exchange, the investor will have the option, once every ninety days, to convert the accrued interest into common stock at 90 % of the last closing price of the Company’s ordinary shares on the day before the conversion.
In connection with the issuance of the convertible security, the investor will receive 4,270,591 ordinary share subscription warrants (âMandatesâ) With an exercise price equal to CA $ 0.21 which expires 24 months from their date of issue. In addition, the investor will receive additional warrants if and when the investor chooses to proceed with the reinvestment option with an exercise price equal to 105% of the market price of the shares of the company immediately before the date. to which the investor chooses to proceed with the Reinvestment Option.
The Company has the right to redeem the unpaid amount of the Convertible Note at any time. In the event of a change of control of the Company, or if the Company exercises its redemption right, the Investor may convert 100% of the prepaid interest (both accrued and not yet accrued) into ordinary shares. In addition, the investor can also convert up to 33% of the capital if the company exercises its redemption right.
Under the Agreement, if the Company increases its total debt (including through the issuance of convertible debt, preferred stock, or continuous finance / royalties) above US $ 13 million, then the Investor will have the right to demand that such proceeds be used to repay any unpaid amount under the convertible security. Upon the occurrence of certain events of default, the Investor may declare that all unpaid amounts under the Convertible Note will become immediately due and payable and / or the Investor may terminate the Contract.
The closure (the “Closing“) of the investment and issuance of the US $ 1,500,000 convertible security is expected to take place no later than October 15, 2021 and is subject to receipt of all necessary regulatory approvals, including the approval of the Exchange and other customary conditions The Company intends to use the net proceeds from the financing for working capital and general corporate purposes.
This press release does not constitute an offer to sell or the solicitation of an offer to buy and there will be no sale of securities in any jurisdiction in which such an offer, solicitation or sale would be illegal, including titles in United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Law of 1933“) or any state securities law and may not be offered or sold in the United States or to, or on behalf of or for the benefit of, US Persons (as defined in Regulation S under 1933 Act) unless they are registered under the 1933 Act and applicable state securities laws, or an exemption from these registration requirements is available.
For more information on IBC and its innovative alloy products, go here.
On behalf of the Board of Directors:
Mark Smith, President
Mark A. Smith, President
Jim Sims, Director of Investor and Public Relations
+1 (303) 503-6203
Email: [email protected]
@IBCAdvanced $ IB $ IAALF # Beryllium #Beralcast
About IBC Advanced Alloys Corp.
IBC is one of the leading advanced beryllium and copper alloys companies serving a variety of industries such as defense, aerospace, automotive, telecommunications, precision manufacturing and others. IBC’s Copper Alloys Division manufactures and distributes a variety of copper alloys in the form of castings and forgings, including beryllium copper, chromium copper and aluminum bronze. IBC’s Engineering Materials Division manufactures the BeralcastÂ® family of alloys, which can be precision cast and are used in a growing number of defense, aerospace and other systems, including the F-35 Joint Strike Fighter. IBC has production facilities in Indiana, Massachusetts, Pennsylvania and Missouri. The Company’s common shares trade on the TSX Venture Exchange under the symbol “IB” and on the OTCQB under the symbol “IAALF”.
About Lind Partners, LLC
The Lind Partners is an institutional fund manager and leading provider of growth capital to small and mid-cap companies listed on stock exchanges in the United States, Canada, Australia and the United Kingdom. Lind makes direct investments ranging from US $ 1 million to $ 30 million, invests in syndicated stock offerings and selectively buys in the market. Lind has made over 100 direct investments totaling over US $ 1 billion in value and has been a flexible and supportive capital partner for recipient companies since 2011. For more information, please visit http://www.thelindpartners.com.
The TSX Venture Exchange has not reviewed and accepts no responsibility for the adequacy of this press release. 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.
Certain information contained in this press release may be forward-looking information or forward-looking statements as defined by applicable securities laws. Forward-looking information and forward-looking statements are often, but not always, identified by the use of words such as “expect”, “anticipate”, “believe”, “expect”, “could”, “estimate”, ” goal â,â intend â,â plan â,â seek â,â will â,â can âandâ should âand similar phrases or words suggesting future results. This press release contains forward-looking information and statements concerning, among other things, the price and characteristics of the convertible security and the warrants, the exercise of the reinvestment option, the expected closing dates and the use of the product. Forward-looking statements involve substantial known and unknown risks and uncertainties, some of which are beyond the control of the Company, including:, risks associated with manufacturing activities, changes in laws and regulations, including the adoption of new environmental laws and regulations and changes in their interpretation and application, increased competition, lack of availability of qualified personnel or management, limited availability of raw materials, fluctuations in commodity prices, exchange or interest rates, stock market volatility and obtaining the required approvals from regulatory authorities. As a result of these risks and uncertainties, the Company’s future results, performance or achievements could differ materially from those expressed in these forward-looking statements. All statements included in this press release that deal with activities, events or developments that the Company expects, believes or anticipates will occur or may occur in the future are forward-looking statements. These statements are based on assumptions made by the Company based on its experience, its perception of historical trends, current conditions, expected future developments and other factors it deems appropriate in the circumstances.
Please see âRisk Factorsâ in our Annual Information Form available under the Company Profile at www.sedar.com, for information on the risks and uncertainties associated with our business. Readers should not place undue reliance on forward-looking information and statements, which speak only as of the date of their publication. The forward-looking information and statements contained in this press release represent our expectations as of the date of this press release. We disclaim any intention or obligation or commitment to update or revise any forward-looking information or statement, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. .