Belo Sun Announces the Release of Its Q3 Financial Results and Amendment to Outstanding Promissory Note
07 November 2022 - 12:29PM
Belo Sun Mining Corp. (“
Belo
Sun” or the “
Company”) (TSX: BSX; OTCQX:
BSXGF) is pleased to announce the release of its financial
statements and management and discussion analysis for the nine
months ended September 30, 2022.
The Company also announces that it has entered
into a promissory note amendment effective as of the date October
23, 2022, with Peter Tagliamonte, Belo Sun’s CEO and President,
pursuant to which the Company and Mr. Tagliamonte agreed to extend
the maturity date of the loan originally made to Mr. Tagliamonte on
April 23, 2018 (the “Tagliamonte Note”).
As announced on April 24, 2020, the Company
entered into an amending agreement whereby it agreed to amend the
terms of the Tagliamonte Note to extend the maturity date to April
23, 2022 and to adjust the interest rate on the amount outstanding
to a rate equal to LIBOR per annum. On April 23, 2022, the Company
entered into a further amending agreement to extend the maturity
date of the Tagliamonte Note to October 23, 2022. To date, Mr.
Tagliamonte has repaid $3,871,878 of the principal under the
Tagliamonte Note, paid $349,037 of interest and the current
outstanding principal amount is $500,000.
Following discussions between the board of the
directors of the Company (the “Board”) and Mr.
Tagliamonte, the Company has agreed to further amend (the
“Third Amendment”) the terms of the Tagliamonte
Note effective October 23, 2022 in order to extend the maturity
date to October 23, 2023. The Company has no current intention to
further extend the maturity of the Tagliamonte Note and the Company
understands that Mr. Tagliamonte may be required to sell some or
all of the common shares acquired using the proceeds of the
Tagliamonte Note to fund the repayment of amounts owing thereunder
to the Company on or prior to its new maturity date. The entering
into of the Third Amendment was considered and approved by the
Board excluding Mr. Tagliamonte who declared a conflict and recused
himself from voting in respect of the Third Amendment. The
remaining directors voted unanimously to approve the Third
Amendment.
Pursuant to Multilateral Instrument 61-101
– Protection of Minority Security Holders in Special
Transactions ("MI 61-101"), the entering into of the Third
Amendment with Mr. Tagliamonte is a "related party transaction".
The Company is exempt from the requirements to obtain a formal
valuation or minority shareholder approval in connection with the
Third Amendment in reliance on sections 5.5(a) and 5.7(a),
respectively, of MI 61-101, as neither the fair market value of the
subject matter of the Third Amendment, nor the fair market value of
the consideration for the Third Amendment exceeds 25% of the
Company's market capitalization as calculated in accordance with MI
61-101. Due to ongoing discussions among the independent directors
of Belo Sun, the Third Amendment was only approved on October 23,
2022, being less than 21 days before the effective date of the
Third Amendment.
About Belo Sun Mining
Belo Sun is a Canadian-based mining company with
a portfolio of gold-focused properties in Brazil. The Company is
currently focused on the development of the Volta Grande Gold
Project. Belo Sun trades on the Toronto Stock Exchange under the
symbol “BSX” and on the OTCQX under the symbol “BSXGF”. For more
information, please visit www.belosun.com or contact
Investor Relations at +1 416 861-2262
Caution regarding forward-looking
information:
This press release contains "forward-looking
information" within the meaning of applicable Canadian securities
legislation. Forward-looking information includes, without
limitation, statements regarding the Third Amendment; the
Tagliamonte Note and the filing of financial statements.
Forward-looking information is subject to known and unknown risks,
uncertainties and other factors that may cause the actual results,
level of activity, performance or achievements of the Company to be
materially different from those expressed or implied by such
forward-looking information, including risks inherent in the mining
industry and risks described in the public disclosure of the
Company which is available under the profile of the Company on
SEDAR at www.sedar.com and on the Company's website
at www.belosun.com. Although the Company has attempted to
identify important factors that could cause actual results to
differ materially from those contained in forward-looking
information, there may be other factors that cause results not to
be as anticipated, estimated or intended. There can be no assurance
that such information will prove to be accurate, as actual results
and future events could differ materially from those anticipated in
such statements. Accordingly, readers should not place undue
reliance on forward-looking information. The Company does not
undertake to update any forward-looking information, except in
accordance with applicable securities laws.
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