Perth, Western Australia, June 1, 2021 – Besra Gold Inc. (“Besra” or the “Company“), announced today that it has called a further special meeting (“Meeting”) of holders of 3% unsecured convertible redeemable notes (“Notes”) of the Company (“Note Holders”) to be held at 4 pm (Toronto time) on Thursday, June 28, 2021. The purpose of the Meeting is to present a Noteholder Extension Resolution regarding approval of extending the deadlines for completing a reorganization of the Company and recognized stock exchange listing and maturity date of the Notes and amendment to the terms of the Notes until September 30, 2021, as more particularly described in the Management Information Circular dated May 13, 2021 and posted on SEDAR.
On April 23, 2021, Besra announced that it lodged with the Australian Securities and Investments Commission (“ASIC”) its prospectus (the “Prospectus”) to raise between A$10 million and A$12.5 million by the issue of between 50,000,000 and 62,500,000 Chess Depository Interests (“CDIs“) (each CDI will represent one common share in Besra) at A$0.20 per CDI and that application was been made to the Australian Securities Exchange (“ASX“) to list the CDIs. The Offer is being arranged by Canaccord Genuity (Australia) Limited. Funds raised pursuant to the Offer will be used primarily to significantly advance drilling and development plans at the Company’s Bau gold project in East Malaysia.
Following consultation with ASIC, Besra intends to lodge a replacement Prospectus, and has undertaken to ASIC not to process any acceptances under the original prospectus, pending lodgement of that replacement. The resulting delay means that Conditional Admission was not obtained prior to May 30, 2021 (the Current Maturity Date and IPO Deadline), and therefore an extension will be required.
This special meeting is called to obtain Note Holder approval (the Noteholder Second Extension Resolution) to an extension of the Current Maturity Date and IPO Deadline to September 30, 2021. Details of this special meeting are set forth in the Management Information Circular despatched to all registered Noteholders as at the Record Date of May 13, 2021.
Because of Covid-19 related issues the special meeting will be held virtually via live audio webcast available online using the LUMI meeting platform at https://web.lumiagm.com/264774114, on June 28, 2021, at 4:00 p.m. (Toronto time), and at any adjournment thereof for the purposes set out in the Management Information Circular.
Whether or not Noteholders are able to be present at the Meeting, you are requested to vote following
the instructions provided on the form of proxy using one of the available methods. In order to be effective, proxies must be received by Computershare prior to the 2:00 p.m. (Toronto time) on June 25, 2021 either by hand, courier or registered mail at the address shown below and otherwise as set forth in the Information Circular.
By Hand, by Courier or by Registered Mail:
Computershare Investor Services Inc.
8th Floor, 100 University Avenue
Toronto, Ontario M5J 2Y1
By Internet Vote – Note Holders who wish to vote via the internet should log onto www.investorvote.com and then enter the 15-digit control number provided on your form of
proxy to vote.
By Telephone Vote – Note Holders who wish to vote by phone should call 1-866-732-8683 (toll-free
in North America) and enter the 15-digit control number printed on your form of proxy. Follow the
interactive voice recording instructions to vote.
By Attending the Special Meeting – Note Holders who wish to attend virtually and vote at the special meeting will be required to enter their control number or Username provided by Computershare https://web.lumiagm.com/264774114 prior to the commencement of the Meeting and proceed according the instructions provided at the meeting.
The Board has unanimously determined that the Noteholder Second Extension Resolution (and the transactions contemplated therein) is in the best interests of the Company and the Noteholders. The Board unanimously recommends that Noteholders vote in favour of the Noteholder Second Extension Resolution.
For further information: John Seton, E: firstname.lastname@example.org, or Jim Hamilton, E: email@example.com
James W. Hamilton
Investor Relations Services