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A.B. Aterra Resources – Update to Holdings in Silver Bear Resources

MarketwiredMarketwire.comA.B. Aterra Resources – Update to Holdings in Silver Bear Resources

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TORONTO, ONTARIO–(Marketwired – July 4, 2017) – A.B. Aterra Resources Ltd. (“Aterra”) announces its disposition of common shares and convertible promissory notes of Silver Bear Resources Inc. (“Old Silver Bear”), and the concurrent acquisition by Aterra of ordinary shares and convertible promissory notes of Silver Bear Resources Plc (“Silver Bear UK”), pursuant to a redomiciling transaction structured as a plan of arrangement under the Business Corporations Act (Ontario) (the “Arrangement”).

On June 30, 2017, pursuant to the Arrangement, among other things: (i) the holders of common shares of Old Silver Bear (the “Old Silver Bear Shares”) exchanged their common shares for ordinary shares of Silver Bear UK (the “Silver Bear UK Shares”) on a one-for-one basis, and (ii) the holders of convertible promissory notes of Old Silver Bear in the aggregate principal amount of C$18,020,576.71 dated for reference December 4, 2015 and with a maturity date (as extended) of December 31, 2017 (the “Old Silver Bear Convertible Notes”) exchanged their notes for equivalent convertible promissory notes of Silver Bear UK in the same aggregate principal amount and on economically equivalent terms (the “Replacement Convertible Notes”), in each case without payment or receipt of any additional consideration.

Immediately prior to the effective time of the Arrangement, Aterra held 40,468,579 common shares of Old Silver Bear and a C$4,505,144.18 principal amount Old Silver Bear Convertible Note. Accordingly, upon the Arrangement becoming effective, Aterra disposed of such securities and acquired 40,468,579 Silver Bear UK Shares and a Replacement Convertible Note in the principal amount of C$4,505,144.18.

The Replacement Convertible Notes bear interest at 15% per annum and the principal and all accrued and unpaid interest are due at maturity on December 31, 2017. A holder of Replacement Convertible Notes has the right to convert the outstanding principal amount of such notes and all accrued and unpaid interest thereon into Silver Bear UK Shares at a conversion price equal to C$0.045 per share, subject to adjustment.

Based on Old Silver Bear’s disclosure, there were 162,930,351 issued and outstanding Old Silver Bear Shares as at May 19, 2017 and the Old Silver Bear Shares held by Aterra (the “Owned Old Silver Bear Shares”) represented approximately 24.8% of such issued and outstanding shares. Assuming Aterra were to have fully converted its C$4,505,144.18 principal amount Old Silver Bear Convertible Note (but none of the interest thereon), and assuming no other conversions or new issuances of Old Silver Bear Shares at or prior to such time, Aterra would have acquired 100,114,315 Old Silver Bear Shares upon such conversion, representing approximately 38.1% of the then outstanding shares. The Old Silver Bear Shares acquired upon such conversion, together with the Owned Old Silver Bear Shares, would have amounted in aggregate to 140,582,894 shares, representing approximately 53.4% of the then outstanding Old Silver Bear Shares.

Following completion of the Arrangement and issuance of the Replacement Convertible Notes and Silver Bear UK Shares, Aterra no longer holds any Old Silver Bear Shares or Old Silver Bear Convertible Notes. However, based on there being 162,930,351 issued and outstanding Silver Bear UK Shares immediately upon completion of the Arrangement, the Silver Bear UK Shares held by Aterra (the “Owned Silver Bear UK Shares”) represent approximately 24.8% of such issued and outstanding shares. Assuming Aterra were to fully convert its C$4,505,144.18 principal amount of Replacement Convertible Notes (but none of the interest thereon), and assuming no other conversions or new issuances of Silver Bear UK Shares at or prior to such time, Aterra would acquire 100,114,315 Silver Bear UK Shares upon such conversion, representing approximately 38.1% of the then outstanding shares. The Silver Bear UK Shares acquired upon such conversion, together with the Owned Silver Bear UK Shares, would amount in aggregate to 140,582,894 shares, representing approximately 53.4% of the then outstanding Silver Bear UK Shares.

Aterra continues to monitor the business, prospects, financial condition and potential capital requirements of Silver Bear UK. Depending on its evaluation of these and other factors, Aterra may from time to time in the future increase or decrease its ownership, control or direction over the Silver Bear UK Shares or other securities of Silver Bear UK through market transactions, private agreements, subscriptions from treasury or otherwise.

For further information, including a copy of the corresponding report filed with Canadian securities regulators, see contact information below.

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Mr. Lambros Kyriakides
+357 2 500 1500

A.B. Aterra Resources Ltd.
Karaiskaki, 6, City House, 3032
Limassol, Cyprus

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Tue, 04 Jul 2017 14:24:50 GMT

 

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