Detector Exploration Ltd.
TSX VENTURE : DEX

November 24, 2011 17:02 ET

Detector Exploration Ltd.: Loans from Related Parties

CALGARY, ALBERTA--(Marketwire - Nov. 24, 2011) - Detector Exploration Ltd. ("Detector") (TXS VENTURE:DEX) announces that Detector has approved the borrowing of an additional $125,000 from 2 directors of Detector, Edward A. James and Ronald E. Alexander. Edward A James and Ronald E. Alexander are both "related party" to Detector because they are both directors of Detector. Ronald E. Alexander is also President and CEO of Detector. The loans by Ronald E. Alexander ($25,000) and Edward A. James ($100,000) are both unsecured loans, are not convertible into shares or other securities of Detector and bear interest at 10% per annum, 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, and Edward A. James is a Director of Detector, the borrowing of the loan from Ronald E. Alexander and Edward. A. James 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 repay third party loans that were due and payable on September 30, 2011. Alternative funding was not available. Since these loans were used to payout existing loans, little effect on Detector's business and affairs is expected from the loans.

Each of Edward A. James and Ronald E. Alexander 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 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 November 24, 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)

    Detector Exploration Ltd.
    Suite #1020, 736 - 6th Avenue S.W.
    Calgary, Alberta T2P 3T7