Financing will raise up to US$60 million
The Transaction negotiated on an arm's-length basis, represents the culmination of an extensive review of alternatives by Ram Power's independent directors and, in the view of Ram Power and Goodwood, will have the effect of substantially recapitalizing Ram Power and placing it on a solid financial footing going forward.
The Transaction Agreement provides for a private placement offering by the company of up to 18,598,500,000 subscription receipts at a price per Subscription Receipt of CDN$0.004 for aggregate proceeds of up to approximately US$60 million, each Subscription Receipt entitling the holder to receive, without payment of additional consideration, one pre-consolidation common share in the capital of Ram Power for each Subscription Receipt held, upon satisfaction of certain release conditions, such Private Placement being expected to be completed on or about April 30, 2015 with the proceeds being held in escrow pending satisfaction of the Escrow Release Conditions.
Brilliant Resources Inc. also announced that, consistent with its plans announced on April 10, 2015 to become a Tier 1 investment company under the rules of the TSX Venture Exchange, it has conditionally agreed to invest CDN$10 million as part of the US$60 million Ram Power subscription receipt financing. Upon closing of the Ram Power Financing, Brilliant will acquire 2.5 billion subscription receipts of Ram Power at a purchase price of CDN$0.004 per subscription receipt, which will entitle Brilliant to receive upon exchange 1,250,000 post-consolidation common shares of Ram Power (at a deemed price of CDN$8 per share).
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