VANCOUVER,
April 8, 2013 /CNW/ - GB Minerals
Ltd. (the "Company") (TSX‐V: GBL) is pleased to
announce that it has acquired the remaining 49.9% of the shares of
its 50.1%-owned subsidiary, GB Minerals AG ("GB"),
which owns 100% of the Farim Phosphate Project mineral property in
Guinea-Bissau, West Africa (the "Acquisition").
The Acquisition occurred pursuant to the terms and conditions of
the share purchase and exchange agreement among the Company, its
wholly owned subsidiary, Plains Creek Mining Limited, GB, Aterra
Investments Limited ("Aterra") and WAD Consult AG
("WAD") dated February 22,
2013 (the "Agreement"). The Acquisition allowed the
Company to consolidate ownership of its phosphate mineral property
and opened up opportunities for further advancing the project.
The Agreement has been filed on SEDAR and is
available for review under the Company's profile at
www.sedar.com.
In connection with closing the Transaction, the
Company, formerly called "Plains Creek Phosphate Corporation"
changed its name to "GB Minerals Ltd.".
Pursuant to the Agreement, Aterra was issued
9,661,200 of the Company's common shares and now holds a total of
11,067,450 common shares of the Company, representing 27.7% of the
issued and outstanding shares of the Company on an undiluted basis
and WAD was issued an aggregate of 10,950,000 common shares (the
"WAD Shares") of the Company and now holds 16,000,000
common shares of the Company representing 40% of the issued and
outstanding shares of the Company on an undiluted basis.
The WAD Shares are subject to a lock-up and
shareholders agreement (the "Lock-Up Agreement") between WAD
and the Company dated April 4, 2013
(the "Closing Date"), and will be held in escrow and
released to WAD in accordance with the terms of the Lock-Up
Agreement set out below.
Pursuant to the terms and conditions of the
Lock-Up Agreement WAD has agreed not to sell, transfer, create any
Lien on or otherwise dispose of any of the WAD Shares until the
first anniversary of the Closing Date, and thereafter such shares
may only be sold, transferred, made subject to any lien or
otherwise disposed of as follows:
(a) 2,737,500 WAD Shares at any time
following the expiration of 1 year from the Closing Date;
(b) an additional 2,737,500 WAD Shares at
any time following the expiration of 15 months from the Closing
Date;
(c) an additional 1,875,000 WAD Shares at
any time following the expiration of 18 months from the Closing
Date; and
(d) an additional 3,600,000 WAD Shares at
any time following the expiration of 21 months from the Closing
Date (the "Final Tranche Shares").
In addition, to secure certain contingent
indemnity obligations of WAD to the Company and Aterra related to
the Acquisition, the Final Tranche Shares are also subject to a
share pledge for a period that could potentially extend beyond the
maximum 21 month escrow period under the Lock-Up Agreement.
For more details of the Transaction please refer
to the Agreement and the Company's previous news release dated
February 25, 2013.
The Company is also pleased to announce that it
closed the final tranche of its $3,000,000 non-brokered private placement (the
"Private Placement") of senior secured convertible
debentures (the "Debentures") of the Company for gross
proceeds of $1,070,000. The
Debentures have a face value of $1,000, each bearing interest of 10% per annum,
fully secured by the assets of the Company. The Debentures all rank
pari passu in priority among each of them and the principal amount
and all accrued and unpaid interest is due and payable in full on
March 31, 2014.
Every $1,000
principal amount of the Debentures is convertible at any time, into
common shares of the Company at a conversion price of $0.20 per common share. Security for the
Debentures shall become enforceable upon the occurrence of certain
events of default, which will include, among other things, if the
Company fails to pay the principal amount of the Debentures when
they become due and payable.
The Company paid finder's fee of $3,500 in connection with this final tranche of
the Private Placement.
The Company will use the proceeds of the Private
Placement for development of its Farim Phosphate mineral property
and for related in-country expenses in Guinea-Bissau and for additional working
capital.
The Debentures are subject to a statutory
four-month hold period from the date of issuance.
ON BEHALF OF THE BOARD
"Owen Ryan"
Owen Ryan
Executive Chairman, Director, and
Interim President and Interim Chief Executive Officer
About GB Minerals Ltd
GB Minerals Ltd. is a Canadian mining
exploration and development company focused on advancing its Farim
Phosphate Project in Guinea‐Bissau, West
Africa through its subsidiary, GB Minerals AG. On
January 17, 2013, the Company filed
on SEDAR its feasibility study dated effective December 19, 2012 for the Farim Phosphate Project
as its single current technical report (the "Report") in
accordance with National Instrument 43-101 Standards of
Disclosure for Mineral Projects.
The Company's shares are listed on the Exchange
under the trading symbol "GBL".
Cautionary Statement
Statements in this release may be viewed as
forward‐looking statements. Such statements involve risks and
uncertainties that could cause actual results to differ materially
from those projected. There are no assurances the Company can
fulfill such forward‐statements and the Company undertakes no
obligation to update statements. Such forward looking statements
are only predictions; actual events or results may differ
materially as a result of risks facing the Company, some of which
are beyond the Company's control.
The reader should be cautioned that there are
risks that could affect the potential development of the Farim
Phosphate Project's (the "Project") mineral resources, which
include: the political instability in Africa and Guinea‐Bissau in particular, which
is where the Project is located; and that additional financing will
be required to ultimately develop the Project and the ability to
obtain such financing on favorable terms will be affected by
prevailing market conditions. A more detailed discussion of such
risks are outlined in the Company's Management's Discussion &
Analysis and the Report, all of which are filed under the Company's
profile on SEDAR at www.sedar.com.
NEITHER TSX VENTURE EXCHANGE NOR ITS
REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE
POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR
THE ADEQUACY OR ACCURACY OF THIS RELEASE.
SOURCE GB Minerals Ltd.