A.B. Aterra Resources Ltd.

February 25, 2016 14:25 ET

A.B. Aterra Resources to Acquire Common Shares of GB Minerals Ltd. Pursuant to a Debt Settlement Agreement

TORONTO, ONTARIO--(Marketwired - Feb. 25, 2016) - A.B. Aterra Resources Ltd. ("Aterra Resources") announces it has entered into a debt settlement agreement with GB Minerals Ltd. ("GB Minerals") pursuant to which, subject to certain closing conditions, GB Minerals will issue 50,101,744 common shares (the "Debt Settlement Shares") at a deemed price of C$0.055 per share to Aterra Resources in exchange for the cancellation of certain promissory notes of GB Minerals held by Aterra Resources, and interest thereon, with an aggregate value of C$2,755,596. GB Minerals announced concurrently it had entered into similar arrangements with certain other creditors pursuant to which, including the Debt Settlement Shares, GB Minerals will issue an aggregate of 85,662,825 common shares all at a deemed price of C$0.055 per share to satisfy obligations of GB Minerals in the aggregate amount of C$4,711,455 (collectively, the "Debt Settlement Transaction").

The Debt Settlement Shares will represent approximately 12.0% of the outstanding common shares of GB Minerals immediately upon the closing of the Debt Settlement Transaction.

In addition to the Debt Settlement Shares, Aterra Resources owns 26,788,000 common shares of GB Minerals (the "Owned Shares") and is the holder of a convertible promissory note of GB Minerals dated July 16, 2015 (the "Promissory Note") in the principal amount of C$1,000,000 bearing interest at a rate of 4% per annum. The Promissory Note, together with any accrued and unpaid interest thereon, is convertible at any time at the option of Aterra Resources or GB Minerals into common shares at a conversion price of C$0.075 per share. Upon conversion of the principal amount of the Promissory Note (but none of the interest thereon), together with the Debt Settlement Shares and the Owned Shares, Aterra Resources would own 90,223,077 common shares of GB Minerals, representing approximately 20.9% of the then outstanding common shares assuming no additional issuances of common shares prior to such conversion.

Aterra Resources is acquiring the Debt Settlement Shares for investment purposes and continues to monitor the business, prospects, financial condition and potential capital requirements of GB Minerals. Depending on its evaluation of these and other factors, Aterra Resources may from time to time in the future increase or decrease its ownership, control or direction over the common shares or other securities of GB Minerals through market transactions, private agreements, subscriptions from treasury or otherwise.

For further information, including a copy of the corresponding report filed with Canadian securities regulators, please see contact information below.

Contact Information

  • Mr. Lambros Kyriakides
    +357 2 500 1500
    A.B. Aterra Resources Ltd
    Themistokli Dervi, 3, Julia House
    P.C. 1066, Nicosia, Cyprus