VANCOUVER, BRITISH COLUMBIA--(Marketwired - May 8, 2015) - The Pacific Road Resources Funds ("PRRF") are pleased to announce that they have entered into an investment agreement (the "Agreement") with Luna Gold Corp. (the "Corporation"), pursuant to which PRRF will acquire common shares, warrants and debt of the Corporation.
| Pursuant to the Agreement, PRRF has agreed to purchase: | |
| (a) 100,000,000 units (each a "Unit") at a price of $0.10 per Unit. Each Unit will consist of one common share in the capital of the Corporation and one common share purchase warrant (each a "Series A Warrant"). Each Series A Warrant entitles the holder to purchase one common share in the capital of the Corporation at a price of $0.125 per common share for a period of five years following the closing date of the transaction; and | |
| (b) $20,000,000 aggregate principal amount of promissory notes ("Notes") and 200,000,000 common share purchase warrants (each a "Series B Warrant") for an aggregate purchase price of $20,000,000. Each Series B Warrant entitles the holder to purchase one common share in the capital of the Corporation at a price of $0.10 per common share and will have an expiry date of June 30, 2020. | |
As a result, PRRF will hold, on completion of the purchases, 100,000,000 common shares and common share purchase warrants to purchase a further 300,000,000 common shares. The 100,000,000 common shares represent approximately 41.4% of the issued and outstanding common shares of the Corporation as of the date of the Agreement on a pro forma basis. Assuming full exercise of the Series A Warrants and Series B Warrants, PRRF would hold 400,000,000 common shares, representing approximately 73.9% of the issued and outstanding common shares of the Corporation as of the date of the Agreement on a pro forma basis.
The Corporation has announced an intention to complete a concurrent equity offering of Units. Accordingly the actual and anticipated interest of PRRF in the Corporation cannot be finally determined at this time, however, assuming completion of an offering by the Corporation of $15,000,000 of Units at a price of $0.10 per Unit, PRRF would hold approximately 25.5% of the issued and outstanding common shares of the Corporation and approximately 57.9% of the issued and outstanding common shares of the Corporation (assuming full exercise of its Series A Warrants and Series B Warrants), in each case as of the date of the Agreement on a pro forma basis.
Completion of the purchases is subject to the satisfaction of certain conditions, including receipt of approval of the Toronto Stock Exchange, approval of the Corporation's shareholders and the Corporation and Sandstorm Gold Ltd. having amended their existing stream and credit arrangements in place.
PRRF purchased the securities for investment purposes and may or may not purchase or sell securities of the Company, or exercise the Series A Warrants and/or Series B Warrants, in the future on the open market or in private transactions, depending on market conditions and other factors.
A copy of the early warning report filed in connection with the investment is available on the Company's profile on SEDAR at www.sedar.com or may be obtained by contacting Greg Dick at +61 2 9241 1000.
About Pacific Road Resources Funds and Pacific Road Capital Management Pty Limited
The Pacific Road Resources Funds are private equity funds investing in the global mining industry. They provide expansion and buyout capital for mining projects, mining related infrastructure and mining services businesses located throughout resource-rich regions of the world. The Pacific Road Resources Funds are managed and advised by Pacific Road Capital Management Pty Ltd ("PRCM"). The PRCM team, located in Sydney, Australia, San Francisco, USA, and Vancouver, Canada, is comprised of experienced mining investment professionals that have extensive knowledge and experience in the mining and infrastructure sectors, including considerable operating, project development, transactional and investment banking experience. For further information on the Pacific Road Resources Funds and PRCM, please go to their website at www.pacroad.com.au.
Contact Information:
Greg Dick
+61 2 9241 1000
www.pacroad.com.au