TORONTO, ONTARIO--(Marketwired - Oct. 24, 2016) - A.B. Aterra Resources Ltd. ("Aterra Resources") announces that it has entered into an agreement dated as of October 21, 2016 with Zaff LP ("Zaff") to acquire 55,081,664 outstanding common shares of GB Minerals Ltd. (the "Purchased Shares").from Zaff at a price of C$0.055 per share, for an aggregate cash purchase price of C$3,029,491.52.
Prior to its acquisition of the Purchased Shares, Aterra Resources owned 178,350,398 common shares of GB Minerals, representing approximately 16.4% of the 1,089,419,050 issued and outstanding common shares as of October 6, 2016. Upon the completion of its acquisition of the Purchased Shares, Aterra Resources will own 233,432,062 common shares, representing approximately 21.4% of the issued and outstanding common shares as of such date.
Aterra Resources was also previously 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. The Promissory Note, together with any accrued and unpaid interest thereon, was convertible into GB Minerals 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), Aterra Resources would have been entitled to acquire an additional 13,333,333 common shares, representing approximately 1.2% of the issued and outstanding common shares as of October 6, 2016. GB Minerals has prepaid the outstanding principal amount of the Promissory Note and all interest thereon and accordingly the Promissory Note has been cancelled.
Prior to the completion by GB Minerals of a private placement on July 14, 2016 and a rights offering on October 6, 2016 (the "Rights Offering"), Aterra Resources and its joint actors (collectively, the "Aterra Entities") collectively held in aggregate 46.5% of the outstanding common shares of GB Minerals. The terms of the Aterra Entities' participation in the Rights Offering (as described in a previous press release dated October 7, 2016 filed by the Aterra Entities), together with the purchase by Aterra Resources of the Purchased Shares, were intended to afford the Aterra Entities the ability to reacquire this aggregate level of ownership in GB Minerals.
The Aterra Entities hold their respective interests in securities of GB Minerals for investment purposes and continue to monitor the business, prospects, financial condition and potential capital requirements of GB Minerals. Depending on their evaluation of these and other factors, the Aterra Entities may from time to time in the future increase or decrease their direct or indirect ownership, control or direction over the common shares or other securities of GB Minerals through market transactions, private agreements, subscriptions from treasury or otherwise.