Early Warning Report In Accordance With Multilateral Instrument 62-104 & National Instrument 62-103



This press release is issued pursuant to Multilateral instrument 62-104 – Take-

Over Bids and issuer Bids and National Instrument 62-103 – The Early Warning

System and Related Take-Over Bid and Insider Reporting issues.

 

Winnipeg, Manitoba – TheNewswire - December 22, 2020 – NM Management Ltd. of Winnipeg, Manitoba announces its participation in a convertible loan financing of Diamcor Mining Inc. which received final approval from the TSX Venture Exchange on December 21, 2020. The financing was by way of a private placement of unsecured convertible promissory notes (the “Notes”) having a term of two (2) years from the closing date and bearing interest at the rate of 10% per annum.  During the first year, interest will accrue and be payable at the one year anniversary of the Note.  In the second year, interest will accrue and be payable semi-annually.  No principal payments are required until maturity.  Subject to the terms and conditions of the Notes, the principal amount of the Notes is convertible into Common Shares of the Company at the rate of CDN$0.07 per share in the first year and at the rate of CDN$0.10 in the second year.

 

An aggregate of $1,218,480 principal amount of Notes has been subscribed for by NM Management Ltd. and the subscription also calls for the Company to receive an aggregate of 3,521,072 non-transferable share purchase warrants pursuant to the financing, with each share purchase warrant entitling the holder to purchase one (1) Common Share at a price of CDN $0.15 for a period of two (2) years from the date of issuance.

 

NM Management beneficially owns, controls or directs, directly or indirectly, 4,320,377 Common Shares (representing 6.62% of the issued and outstanding Common Shares).  If it were to convert the principal amount of its Notes into Common Shares during the first year, it would beneficially own or control, directly or indirectly, 21,727,234 Common Shares, representing 26.27% of the then issued and outstanding Common Shares. If the conversion of the Note would result in NM becoming a “Control Person”, then prior Shareholder approval from the disinterested shareholders of Diamcor Mining Inc. is required before issuance of the corresponding Common Shares.

 

NM Management Ltd. is a private family holding company the principal shareholder of which is a family trust based in Manitoba and certain of its directors have been long time investors and supporters of the Issuer and has advised the Company that its acquisition of the Notes and the Warrants is strictly for investment purposes.

 

A report respecting this acquisition will be electronically filed with the securities

Commissions in British Columbia and Alberta and will be available for viewing

through the Internet at the Canadian System for Electronic Analysis and Retrieval

(SEDAR) at www.sedar.com.

  

“NM Management Ltd”

Per “Martin Hofer” Director

 

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