Quaterra Announces Non-Brokered Private Placement
19 Juni 2014 - 9:00PM
Marketwired
Quaterra Announces Non-Brokered Private Placement
VANCOUVER, BRITISH COLUMBIA--(Marketwired - Jun 19, 2014) -
Quaterra Resources Inc. ("Quaterra" or "the Company")
(TSX-VENTURE:QTA)(OTCQX:QTRRF) today announced that it is seeking
TSX Venture Exchange ("TSX-V") approval for a non-brokered private
placement of up to US$500,000 of units (the "Units"), each Unit
comprised of Non-Transferable Convertible Redeemable US$1,000
Principal Amount Promissory Notes (the "Notes") and 11,442
Non-Transferable Share Purchase Warrants (the "Warrants").
Description of Securities
Notes: Each Note will be non-transferable and convertible into
common shares of Quaterra ("Shares"). The principal and interest of
each Note will become due and payable (the "Due Date") eighteen
months (the "Term") after the date of issuance of the Note (the
"Closing Date"), unless the Note is earlier converted or redeemed.
Each Note will bear simple interest at a rate of 10% per annum in
arrears payable to the extent accrued on the earlier of the Due
Date of the Note, conversion or redemption. Subject to provisions
to be set forth in each Note, upon conversion or redemption,
interest will be paid in the form of Shares at the Market Price
determined in accordance with the policies of the TSX-V. The
Company has no present intention of listing the Notes on any
exchange and currently there is no published market for any Notes
of the Company. The issue of the Notes will not restrict or prevent
the Company from obtaining any other financing, or from issuing
additional securities or rights, during the period within which the
Notes are outstanding.
At any time after the expiration of (4) four months after the
Closing Date, the holder of a Note may convert the Note into Shares
in the ratio of CDN$0.095 of Note converted during the first 12
months of the Term, or CDN$0.10 of Note converted during the last 6
months of the Term, to one Share. Any interest payable will be
converted into Shares at the Market Price determined in accordance
with the policies of the TSX-V. However, as to any Note, the
Company will reserve the right to pay some or all of the interest
in cash (U.S. funds) if necessary to satisfy any regulatory
standard. In the event that, at any time after the expiration of
(4) four months after the Closing Date, the Company's common shares
have achieved or exceeded a closing price of CDN$0.12 per share for
a 10 consecutive trading day period on the TSX-V, the Notes will be
automatically redeemed and converted into Shares in the ratio of
CDN$0.095 of Note redeemed during the first 12 months of the Term,
or CDN$0.10 of Note converted during the last 6 months of the Term,
for one Share. Any interest payable will be converted into Shares
at the Market Price determined in accordance with the policies of
the TSX-V. However, as to any Note, the Company will reserve the
right to pay some or all of the interest in cash (U.S. funds) if
necessary to satisfy any regulatory standard.
At any time after the expiration of (4) four months after the
Closing Date, the Company may, prior to conversion, on 30 days
notice in writing redeem the Notes by paying the holders, in cash,
the principal amount of the Notes together with interest, in cash
or, at the Company's option, in Shares at the Market Price
determined in accordance with the policies of the TSX-V, at the
rate of 15% per annum calculated from the date of issue of the
Notes.
Warrants: Each Warrant will be non-transferable and entitle the
holder at any time after the expiration of (4) four months after
the Closing Date to purchase common shares in the capital of the
Company as constituted on the Closing Date (each such common share
referred to as a "Warrant Share") at a price of CDN$0.16 per
Warrant Share at any time on or before 4:00 p.m. (Vancouver time)
on the "Expiry Date", being the first business day that is 18
months after the Closing Date; provided that, in the event that, at
any time after (4) four months after the Closing Date, the
Company's common shares have achieved or exceeded a closing price
of CDN$0.20 per share for a 10 consecutive trading day period on
the TSX-V, the Company may accelerate the Warrant expiry date to 30
days after notice is given.
The Company has no present intention of listing the Warrants on
any exchange and currently there is no published market for any
warrants of the Company. The issue of the Warrants will not
restrict or prevent the Company from obtaining any other financing,
or from issuing additional securities or rights, during the period
within which the Warrants may be exercised.
There are no finder's fees associated with this transaction.
On behalf of the Board of Directors,
Scott B. Hean, Chief Financial Officer
Quaterra Resources Inc.
This press release, required by applicable Canadian laws, is
not for distribution to U.S. news services or for dissemination in
the United States, and does not constitute an offer of the
securities described herein. These securities offered have not been
and will not be registered under the United States Securities Act
of 1933, as amended, or any State securities laws, and may not be
offered or sold in the United States or to U.S. persons unless
registered or exempt therefrom.
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.
Quaterra Resources Inc.Scott HeanCFO604-641-2747 (office) or
778-834-5461 (cell)shean@quaterra.com
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