Vancouver, British Columbia – Centenera Mining Corporation (“Centenera” or the “Company”) - (TSXV: CT, OTCQB: CTMIF) announces that it has negotiated debt settlements with various arm’s length creditors (the “Debt Settlements”). Pursuant to the Debt Settlements and subject to acceptance by the TSX Venture Exchange (the “TSXV”), the Company has settled aggregate debt of $327,400 outstanding as at May 31, 2018, in consideration of the issuance to the creditors of 2,728,334 common shares of the Company a deemed issuance price of $0.12 per share.
The Company also announces that, subject to acceptance by the TSXV, it has secured loans in the amount of $100,000 (the “Loans”) from each of Keith Henderson (the President, CEO and a director of the Company) and an entity controlled by Robert Kopple (a director of the Company). The Loans have a one year term and bear interest at the rate of 5% per annum compounded annually, payable on the maturity date. The Company has agreed to issue 833,333 bonus common share purchase warrants to each of the lenders, each of which warrants will entitle the holder to purchase one common share of the Company for a period of three years at an exercise price of $0.14 per share. The funds available to the Company under the Loans will be used by the Company for general corporate and working capital purposes. All securities issued pursuant to the Debt Settlements and Loans will be subject to a hold period of four months and one day in Canada from the date of issuance.
As the Company proposed to enter into the Loans with current directors and an executive officer of the Company (the “Related Parties”), the Loans constitute a related party transaction pursuant to Multilateral Instrument 61 101 - Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company relied on Sections 5.5(a) and 5.7(1)(a) of MI 61-101 for an exemption from the formal valuation and minority shareholder approval requirements, respectively, of MI 61-101, as, at the time the Loans were made available to the Company, neither the fair market value of the subject matter of, nor the fair market value of the consideration for the Loans exceeded 25% of the Company's market capitalization.
On Behalf of the Board of Directors of
CENTENERA MINING CORPORATION
President & CEO
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