Early Warning News Release for Belvedere Resources DMCC
TORONTO, June 14, 2022 (GLOBE NEWSWIRE) -- This press release is being disseminated as required by securities legislation in connection with the filing of an early warning report regarding the common shares (“*Common Shares*”) of Buffalo Coal Corp. (the “*Issuer*”), held by Belvedere Resources DMCC (the “*Acquiror*”).On June 14, 2022, the Acquiror purchased from Resource Capital Fund V L.P. (the “*Seller*” and together with the Acquiror, the “*Parties*”) 347,945,097 Common Shares in the capital of the Issuer. The Acquiror also assumed a US$27 million convertible loan (the “*Loan*”) pursuant to a convertible loan agreement between the Seller and the Issuer. The Loan with a maturity date of 30 June 2023 is optionally convertible by the Acquiror into Common Shares in the capital of the Issuer at the conversion rate of CA$ 0.0469 per common share. The purchase of the Common Shares and the Loan are collectively referred to as the “*Transaction*” in this release. The Transaction took place by private agreement between the Parties.
The Acquiror purchased the 347,945,097 Common Shares at a price of US$ 0.001552 per Common Share, for an aggregate purchase price of US$540,000 C$689,958) and acquired the Loan for US$2,000,000 (C$2,555,400). The total consideration paid in connection with the Transaction was US$2,540,000 (C$3,245,358) (in each case determined using the daily average exchange rate of the Bank of Canada, of 1.2777 at June 10, 2022).
Prior to the completion of the Transaction, the Acquiror did not own any Common Shares of the Issuer. After purchasing the Common Shares and the Loan in connection with the Transaction, the Acquiror owns 82.58 percent of the issued and outstanding Common Shares of the Issuer on a partially diluted basis. The number of common shares to be issued on conversion of the Loan would depend on the prospective exchange rate between US$ and C$. For illustrative purpose, 735.563 million common shares would be issued on conversion at the daily average exchange rate of the Bank of Canada, of 1.2777 on June 10, 2022, if the conversion had taken place on that date, and fully diluted ownership would be 92.88 percent, comprising of 1,083.51 million common shares in total.
The Acquiror has acquired the Common Shares and will acquire the Common Shares underlying the Loan, if converted on or before the date of maturity of 30 June 2023, for investment purposes with active management participation. The Acquiror may, depending on price, market conditions or other conditions or factors it considers relevant from time to time, increase or decrease its beneficial ownership, control or direction over Common Shares or other securities of the Issuer through market transactions, private agreements or otherwise.
*The head office of the Company is located at:*
GreyTown Road Industrial Area
Dundee, KwaZulu-Natal, South Africa, 3000
*The Acquiror’s address is: *
Unit No: 805, HDS Tower, Cluster F
Plot No: JLT-PH1-F2A
Jumeirah Lakes Towers, Dubai, UAE
*Forward-Looking Statements*
This press release may contain forward looking information within the meaning of applicable securities legislation, which reflects the Acquiror’s current expectations regarding future events. Forward looking information is based on a number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond the Acquiror’s control, which could cause actual results and events to differ materially from those that are disclosed in or implied by such forward looking information. The Acquiror does not undertake any obligation to update such forward looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable law.
*For further information or to obtain a copy of the report, please contact:*
Alok Joshi
Director Finance, Belvedere Resources DMCC
+971 4580 8418