Al­tima en­ters debt set­tle­ment deals, to sell prop­erty

Stockwatch Daily - - ENERGY - Mr. Joe DeVries re­ports

AL­TIMA RE­SOURCES Ltd. has ne­go­ti­ated debt set­tle­ment agree­ments with var­i­ous se­cured cred­i­tors, un­se­cured cred­i­tors, joint ven­ture part­ners and work­ing in­ter­est hold­ers, and it has com­pleted the sale of a block of prop­er­ties in Al­berta.

The com pany had $5,370,497 in se­cured con­vert­ible deben­tures orig­i­nally due June 30, 2015, plus ac­crued in­ter­est on them of $1,127,804. The com­pany set­tled the full amount of deben­tures and ac­crued in­ter­est for pay­ments to­talling $1,694,200, which al­lowed the re­moval of the deben­ture­holder’s first se­cu­rity in­ter­est over all the com­pany’s as­sets.

The com­pany has en­tered into agree­ments with the part­ners of Acu­men En­ergy Part­ners Ltd. to reac­quire all of their work­ing in­ter­ests in the Cham­bers 14-15-41-11 W5M well and its as­so­ci­ated lands, and the 3-17-41-11 W5M well, in ex­change for a to­tal of 2.25 mil­lion com­mon shares of the com­pany, sub­ject to ac­cep­tance by the TSX Ven­ture Ex­change. One com­pany with a di­rec­tor in com­mon will re­ceive a to­tal of 345,000 com­mon shares for their in­ter­ests.

The com­pany has ne­go­ti­ated, sub­ject to ac­cep­tance by the ex­change, a debt set­tle­ment with cer­tain cred­i­tors for out­stand­ing debts to­talling $261,090.72 in ex­change for 522,181 com­mon shares of the com­pany. Two com­pa­nies with a di­rec­tor in com­mon will re­ceive 374,586 com­mon shares for their debts.

The com­pany has also en­tered into an agree­ment with Whistler Oil and Gas Pty. Ltd., a com­pany with a di­rec­tor in com­mon, to set­tle a to­tal of $2,153,128.54 in se­cured and un­se­cured debt. The debt com­prised loans and in­ter­est to­talling $1,484,324.15, plus the reac­qui­si­tion of its in­ter­ests in joint ven­ture wells and lands to­talling $668,804.39, in ex­change for 10,655,000 com­mon shares of the com­pany, sub­ject to ac­cep­tance by the ex­change.

The re­moval of all se­cured in­ter­ests and the reac­qui­si­tion of 100 per cent of the joint ven­ture and work­ing in­ter­ests al­lowed the com­pany to ful­fil its obli­ga­tions to re­move all se­cu­rity in­ter­ests and com­plete a sale of a block of its prop­er­ties held in the Cham­bers/Fer­rier dis­trict of Al­berta to an un­re­lated third party for pro­ceeds of $2,325,000.

The to­tal amount be­ing set­tled by the is­suance of shares is $2,976,716.29, re­sult­ing in the is­suance of a to­tal of 13,427,181 com­mon shares, 11,374,586 of which will be to in­sid­ers, in­clud­ing one en­tity that may be­come an in­sider as a re­sult of the debt set­tle­ment.

Two in­sid­ers may di­rectly and/or in­di­rectly ac­quire an ag­gre­gate of 11,374,586 shares, which will in­crease those re­lated par­ties’ pro rata share­hold­ings in the com­pany. All of the in­de­pen­dent direc­tors of the com­pany, act­ing in good faith, have de­ter­mined that the fair mar­ket value of the se­cu­ri­ties be­ing is­sued and the con­sid­er­a­tion paid is rea­son­able and is ex­empt from the for­mal val­u­a­tion and mi­nor­ity share­holder ap­proval re­quire­ments of Mul­ti­lat­eral In­stru­ment 61-101.

Joseph Ed­ward Robin DeVries, James E O’Byrne, Stephen Charles Stu­art Watts, Jur­gen An­ton Max­i­m­il­ian Wolf

(ARH) Shares: 21,047,768

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