RENO, NEVADA--(Marketwired - Jan. 12, 2017) - Infrastructure Materials Corp. (the "Company") announces that it has entered into a debt conversion agreement with Mont Strategies, Inc. ("Mont Strategies"). Mont Strategies is controlled by Mr. Todd Montgomery, a director of the Company, who is also a "control person" of the Company, as such term is defined in the Securities Act (Ontario).
Pursuant to a series of loans with Mont Strategies consisting of promissory notes bearing interest at 4% per annum, the Company owed Mont Strategies an aggregate principal amount of USD 403,300. As at December 20, 2016, a total of USD 29,733 in interest was outstanding under the loans for an aggregate amount owing of USD 433,033. By letter dated November 2, 2016, Mont Strategies demanded repayment of its outstanding loans to the Company. Since Mont Strategies has been largely funding the Company's operations through such loans, the implication of the demand for repayment is that, in addition to seeking repayment of the debt, such further funding of the Company's operations by Mont Strategies would cease.
In order to preserve much of the working capital of the Company, effective January 12, 2017 Mont Strategies has agreed to settle the balance of interest and principal outstanding as at December 20, 2016 in the aggregate amount of USD 433,033 in consideration for the issuance of 433,033,000 common shares at a price of USD .001 per share. The Company had 138,304,619 common shares issued and outstanding before the debt settlement, and has an aggregate of 571,337,619 common shares issued and outstanding after the debt settlement. The Company still expects to require additional sources of working capital to fund operations and this matter is under review.
Mr. Montgomery, of 1135 Terminal Way, Suite 106, Reno, Nevada, USA 89502, had ownership or direction and control over an aggregate of 83,686,257 common shares of the Company prior to the debt conversion, representing approximately 60.5% of the issued and outstanding common shares of the Company. Pursuant to the debt settlement, Mont Strategies has acquired 433,033,000 common shares. As a result of the debt conversion, Mr. Montgomery has ownership or direction and control over 516,719,257 common shares representing approximately 90.4% of the issued and outstanding common shares of the Company. Mr. Montgomery has acquired the common shares for investment purposes, and has no current intention to increase his beneficial ownership of, or control or direction over, securities of the Company. These investments will be reviewed on a continuing basis and holdings may be increased or decreased in the future.
The debt settlement transaction described in this news release between the Company and Mont Strategies constitutes "related party transactions" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Shareholders in Special Transactions ("MI 61-101"). In the absence of exemptions, the Company would be required to obtain a formal valuation for, and minority shareholder approval of, the "related party transaction". For these transactions the Company intends to rely on the exemption from the formal valuation requirements of MI 61-101 contained in section 5.5(b) of MI 61-101 on the basis that no securities of the Company are listed on a specified market set out in such section, and the Company intends to rely on the exemption from the minority shareholder approval requirements of MI 61-101 contained in Section 5.7(1)(e) of MI 61-101 on the basis of meeting the financial hardship exemption requirements. In particular, the Company is in serious financial difficulty and the debt conversion is designed to improve the financial condition of the Company. The board of directors of the Company comprised of Messrs. Todd Montgomery, Mason Douglas, Randy Ludwar and Brent Walter, of which Mason Douglas, Randy Ludwar and Brent Walter are independent of Mont Strategies and Mr. Montgomery, have determined, acting in good faith, that given the Company's present circumstances, the terms of the debt conversion are reasonable and the Company is eligible for the minority approval exemption of MI 61-101. The debt settlement has closed less than 21 days prior to announcement in order to facilitate the request of Mont Strategies to complete the transaction prior to the end of January 2017.
In order to be prepared to accommodate a debt settlement, by Written Consent dated December 7, 2016, shareholders of the Company representing a majority of the outstanding shares of the Company approved the amendment of the Company's Certificate of Incorporation to authorize more shares of common stock. Prior to the amendment, Company's Certificate of Incorporation authorized the issuance of up to 500,000,000 shares of common stock, par value USD 0.0001 per share. As a result of the amendment, the Company's Certificate of Incorporation authorizes the issuance of up to 650,000,000 shares of common stock, par value USD 0.0001 per share. No other change was made.
About Infrastructure Materials
Infrastructure Materials Corp. is a Reno, Nevada based exploration stage company that is directing its efforts to the exploration and development, if warranted, of precious metal properties located in Nevada and cement grade limestone deposits in strategic locations in the United States. For further information please see our public filings at www.sedar.com.
CAUTIONARY STATEMENT: No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. This news release contains forward-looking information which is not comprised of historical facts. Forward-looking information involves risks, uncertainties and other factors that could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking information. Forward looking information in this news release includes, but is not limited to, the Company's objectives, goals or future plans, statements regarding the working capital and solvency of the Company, the estimation of mineral resources, exploration results, potential mineralization, exploration and mine development plans, the availability of financing, the timing of the commencement of operations and estimates of market conditions. Factors that could cause actual results to differ materially from such forward-looking information include, but are not limited to, the ability to operate without adequate capital, failure to convert estimated mineral resources to reserves, capital and operating costs varying significantly from estimates including the costs of operations in remote mountainous environments, the preliminary nature of metallurgical test results, delays in obtaining or failures to obtain required governmental, environmental or other project approvals, political risks, uncertainties relating to the availability and costs of financing needed in the future, changes in equity markets, inflation, changes in exchange rates, fluctuations in commodity prices, delays in the development of projects and the other risks involved in the mineral exploration and development industry. Although the Company believes that the assumptions and factors used in preparing the forward- looking information in this news release are reasonable, undue reliance should not be placed on such information, which only applies as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required by law.