TORONTO, ONTARIO--(Marketwired - March 20, 2014) - Alpha Infrastructure LLC (the "Company") announced today that it has acquired ownership and control over 757,500 common shares (the "Offeror's Common Shares") of GB Minerals Ltd. ("GB Minerals" or the "Company"). The Offeror's Common Shares were acquired through a third party vendor, Wad Consulting AG (the "Vendor"), pursuant to the terms of a share purchase agreement dated January 7, 2014 (the "Share Purchase Agreement").
On March 18, 2014 the Offeror acquired CDN$1,000,000.00 principal amount of secured convertible debentures (the "Convertible Debentures") of the Company by way of private placement from treasury at face value, which Convertible Debentures bear an interest rate of 10% per annum, with principal and accrued but unpaid interest thereon due and payable on March 31, 2015. Each $1,000 principal amount of the Convertible Debentures is convertible at any time into common shares of the Company at a price of $0.20 per share. The Convertible Debentures are secured by a general security agreement and share pledge over all of the shares of the Company's subsidiary. The Convertible Debentures rank pari-passu with certain other Convertible Debentures issued concurrently herewith and with other secured convertible debentures issues in March 2013. Aterra Investments Limited acts as security agent under the Convertible Debentures.
Prior to the acquisition of the Offeror's Common Shares and Convertible Debentures, the Offeror exercised control over 14,339,446 common shares of the Company representing 21.6% of the issued and outstanding common shares of GB Minerals (the "Existing Shares").
Immediately after the acquisition of the Offeror's Common Shares and the Convertible Debentures the Offeror will have control over 15,096,946 common shares and $1,000,000 principal amount of convertible debentures representing 22.7% of the issued and outstanding common shares of the Company on an non-diluted basis.
If the Offeror fully exercised its conversion right over the Convertible Debentures it would acquire control over an additional 5,000,000 common shares of the Company, which together with the Offeror's Shares and the Existing Shares would result in control over 20,096,946 common shares or 28.1% of the issued and outstanding common shares of GB Minerals assuming only the conversion of those Convertible Debentures acquired by the Offeror.
The Common Shares and Convertible Debentures were acquired by the Company for investment purposes. The Company may from time to time, increase or decrease its ownership of securities of GB Minerals depending upon future market conditions.