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.
NEW YORK, July 5, 2021 /CNW/ – On June 30, 2021, affiliates of Tenor Capital Management Company, L.P. (“Tenor“) acquired 112,165,660 common shares (“Common Shares“) in the capital of Gabriel Resources Ltd. (the “issuer“) in connection with the issuer’s election to repay (the “Repayment“) and cancel all outstanding 0.025% convertible subordinated unsecured note (the “Notes“) of the issuer, including CAD $32,500,000 principal amount of Notes held by Tenor. The Common Shares were issued at a price of CAD 0.28975 per Common Share. Additional details relating to the Repayment can be found in the news release of the issuer dated June 24, 2021. Also, on June 30, 2021, 52,325,000 Common Share purchase warrants (“Warrants“) of the issuer held by Tenor expired (the “Warrant Expiry“) in accordance with their terms. Following completion of the Repayment and Warrant Expiry, affiliates of Tenor own 163,346,869 Common Shares and 46,073,424 Warrants, representing approximately 16.9% of the issued and outstanding Common Shares or approximately 20.7% upon exercise of the Warrants held by Tenor (assuming the exercise of all of the Warrants beneficially owned by Tenor, and that no other securities, including those convertible into, or exercisable for, the issuer’s securities, are issued, converted or exercised). Tenor also owns arbitration value rights entitling the holder thereof to a share of any proceeds arising from the arbitration claim which the Company commenced in Romania.
The securities of the issuer noted above referred to above were acquired for investment purposes and Tenor and/or one or more of its affiliates may, depending on market and other conditions, increase or decrease its beneficial ownership of Common Shares or other securities of the issuer whether in the open market, by privately negotiated agreement or otherwise.
Tenor is an “accredited investor” (as such term is defined in National Instrument 45-106 – Prospectus Exemptions adopted by the Canadian Securities Administrators (“NI 45-106“) because Tenor is a “person” (as such term is defined in NI 45-106) in respect of which all of the owners of interests, direct, indirect or beneficial, except the voting securities required by law to be owned by directors, are persons that are “accredited investors”.
The issuer is located at c/o RM Gold (Services) Ltd., 25 Southampton Buildings, London, England, WC2A 1AL. Tenor is located at 810 7th Avenue, Suite 1905, New York, New York, 10019. A copy of the early warning report to which this news release relates can be obtained from Blair Wallace (BWallace@TenorCapital.com) or on the SEDAR profile of the issuer at www.sedar.com.
SOURCE Tenor Capital Management Company, L.P.
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