Detector Exploration Ltd.
TSX VENTURE : DEX

July 06, 2011 09:00 ET

Detector Exploration Ltd.: Extension of Due Date for Loan From Related Party

CALGARY, ALBERTA--(Marketwire - July 6, 2011) - Detector Exploration Ltd. ("Detector") (TSX VENTURE:DEX) announces that Detector has approved the amendment of the terms of a prior $250,000 demand loan made by 422331 Alberta Inc. by extending the due date from April 30, 2011 to April 30, 2012. 422331 Alberta Inc. is a "related party" to Detector because 422331 Alberta Inc. is controlled by Ronald E. Alexander (a director, officer and significant shareholder of Detector). The loan by 422331 is an unsecured loan, is not convertible into shares or other securities of Detector and bears interest at 10% per annum with interest paid on overdue and unpaid interest, which terms the Board of Directors of Detector has concluded constitute commercial terms that are not less advantageous to Detector than if the loan or credit facility were obtained from a person dealing at arm's length with Detector.

As Ronald E. Alexander is President, C.E.O. and Director of Detector, the borrowing of the loan from Ronald E. Alexander is a "related party transaction" within the meaning of Multilateral Instrument 61-101 (incorporated by reference into TSX-V Policy 5.9). As a related party transaction, the following additional disclosures are provided (following the listing of disclosures in Section 5.2 of MI 61-101). As the extension of the loan does not result in a material change for Detector no Material Change Report has been filed.

The purpose of the loan from the perspective of Detector is to provide Detector with capital needed to fund continuing activities. Alternative funding is not available. Since this is an extension of an already existing loan, little effect on Detector's business and affairs is expected from the loan.

422331 Alberta Inc. will be entitled to receive interest and return of the principal in priority to shareholders.

The review and approval process that has been adopted by Detector for this transaction is as follows:

  1. the Board of Directors of Detector has already approved the borrowing (and now extension) of the funds and in particular the appropriate interest rate to pay given market conditions, risk factors and lack of immediately available alternative sources of capital;
  2. Detector has determined that distribution of an information circular to shareholders, preparation and distribution of a formal valuation and seeking of Detector shareholder approval of the Debenture issue is not necessary under MI 61-101 (including TSX-V policy 5.9 which incorporates such policy by reference) because:
    1. the transaction being a simple loan transaction (with no securities being issued) does not fall within the types of transactions listed in paragraphs of (a) -(g) of the definition of related party transaction for which MI 61-101 would require a Formal Valuation;
    2. the transaction being a loan on reasonable commercial terms that are not less advantageous to Detector (as compared to a loan that might be obtained from a person dealing at arm's length to Detector) and since the loan is not convertible into equity and is not repayable with equity, the loan transactions fall with an exemption to the minority approval requirements described in section 5.7(1)(f) of MI 61-101;
  3. the disinterested directors of Detector (i.e. those other than Alexander) have all approved the transactions;

Detector is an oil and gas corporation whose shares are listed for trading on TSX Venture Exchange Inc. under the symbol DEX.

As of July 6, 2011 Detector has outstanding 11,918,701 Common Shares. Detector does not currently have any outstanding options, warrants or convertible securities that could result in the issuance of additional Common Shares.

NEITHER TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE

Contact Information

  • Detector Exploration Ltd.
    Ronald E. Alexander
    President
    (403) 264-1880
    (403) 265-9105 (FAX)