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IBC Advanced Alloys Corp. Capital/Financing Update 2018

Mar 29, 2018

45559_rns_2018-03-29_d601a073-fb0c-4c48-942a-c8313cc6ab4d.pdf

Capital/Financing Update

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Form 51-102F3 MATERIAL CHANGE REPORT

Item 1. Name and Address of Reporting Issuer IBC Advanced Alloys. (“ IBC ” or the “ Company ”) 401 Arvin Road Franklin, IN 46131 – 1549 Item 2. Date of Material Change March 20, 2018 Item 3. News Release

A press release announcing the material change referred to in this report was released on March 21, 2018 through GlobeNewsWire and a copy was subsequently filed on SEDAR.

Item 4. Summary of Material Change

On March 21, 2018, the Company announced that it has filed a preliminary short form prospectus in the provinces of British Columbia, Alberta and Ontario pursuant to National Instrument 44-101 - Short Form Prospectus Distributions in connection with a marketed offering of debenture units and convertible debenture units for aggregate gross proceeds of up to C$6,000,000 (the “ Offering ”) to fund an expansion of its production capacity and for other purposes. The Offering will be led by Mackie Research Capital Corporation as lead agent and sole bookrunner on behalf of a syndicate of agents (collectively, the “ Agents ”).

Item 5. Full Description of Material Change

Item 5.1

Full Description of Material Change

On March 21, 2018, the Company announced that, further to its press release dated February 28, 2018, it has filed a preliminary short form prospectus in the provinces of British Columbia, Alberta and Ontario pursuant to National Instrument 44-101 - Short Form Prospectus Distributions in connection with the Offering to fund an expansion of its production capacity and for other purposes. The Offering will be led by Mackie Research Capital Corporation as lead agent and sole bookrunner on behalf of the Agents.

The Offering will consist of the offering for sale of up to 3,500 debenture units of the Company (" Debenture Units ") and up to 2,500 convertible debenture units of the Company (" Convertible Debenture Units " and together with the Debenture Units, the “ Offered Units ”) at a price per Offered Unit of C$1,000 (the “ Offering Price ”). Each Debenture Unit will consist of one 9.5% unsecured debenture of the Company in the principal amount of $1,000 (each, a “ Debenture ”) with interest payable semi-annually in arrears on June 30 and

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December 31 of each year and maturing five years from the date the Debentures are issued, and 2,300 common share purchase warrants (each, a “ Warrant ”) expiring 60 months after the date of issuance of such Warrants. Each Convertible Debenture Unit will consist of one 8.25% unsecured convertible debenture of the Company in the principal amount of $1,000 (each, a “ Convertible Debenture ”) with interest payable semi-annually in arrears on June 30 and December 31 of each year and maturing five years from the date the Convertible Debentures are issued, and 2,300 Warrants expiring 60 months after the date of issuance of such Warrants.

Each Warrant will entitle the holder thereof to purchase one Common Share (each, a “ Warrant Share ”) at an exercise price of $0.37 per Warrant Share at any time up to 60 months following the Closing Date, subject to adjustment in certain events.

The Offered Units will be repaid in cash at maturity.

The Convertible Debentures issued under the Convertible Debenture Offering will be convertible at the option of the holder of the Convertible Debenture into Common Shares (the “ Debenture Shares ”) at any time prior to the earlier of: (i) the close of business on the maturity date; and (ii) the business day immediately preceding the date specified for redemption of the Convertible Debentures upon a change of control of the Company, at a conversion price of $0.31 per Common Share, subject to adjustment in certain events (the “ Conversion Price ”).

The Company may force the conversion of the principal amount of the then outstanding Convertible Debentures (the “ Mandatory Conversion ”) at the Conversion Price on not more than 60 days’ and not less than 30 days’ notice should the daily volume weighted average trading price of the Common Shares on the TSX Venture Exchange (the “ TSXV ”) be greater than $0.62 for the consecutive 30 trading days preceding the date of the notice, subject to the Mandatory Conversion being permitted under the policies of the principal exchange for any trading of the Convertible Debentures at that time.

The Company will apply to list the Debentures, Convertible Debentures, Debenture Shares, Warrant Shares and Broker Shares (as defined herein) on the TSXV.

In addition, the Company has granted the Agents an option (“ Over-Allotment Option ”) to purchase up to an additional $525,000 Debenture Units and $375,000 Convertible Debenture Units at the Offering Price to cover overallotments, if any. The Over-Allotment Option shall be exercisable by the Agents, in whole or in part, at any time up to 30 days following the Closing Date.

The Company has agreed to: (i) pay the Agents a cash commission equal to 6.75% of the gross proceeds of the Offering and (ii) issue to the Agents nontransferable broker warrants (the “ Broker Warrants ”) to purchase such number of Common Shares (collectively, the “ Broker Shares ”) as is equal to 6.25% of: (a) the number of Common Shares issuable upon conversion of the Convertible Debentures sold under the Offering (based on a conversion price of $0.31 per Common Share) and (b) the number of Common Shares issuable upon exercise

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of the Warrants sold under the Offering (including any gross proceeds raised on the exercise of the Over-Allotment Option), bearing the same exercise price and term as the Warrants; provided that the cash commission and Broker Warrants shall be reduced by 50% in respect of any purchasers participating in the Offering who are on a president’s list agreed to by the Company and the Agent.

The Company intends to use the net proceeds of the Offering to invest in capital equipment necessary for a planned expansion of production capacity, increase inventory to support greater sales conversion and more efficient product delivery, address maintenance and stock, and for working capital and general corporate purposes. Closing of the Offering is expected to occur the week of April 16, 2018. The Offering is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and stock exchange approvals, including the approval of the TSXV, and the entering into by the Company and the Agents of an agency agreement. The Units will be offered in the provinces of British Columbia, Alberta and Ontario.

Item 5.2 Disclosure for Restructuring Transaction

Not applicable.

  • Item 6. Reliance on subsection 7.1(2) of National Instrument 51-102

Not applicable.

  • Item 7. Omitted Information

No information has been omitted on the basis that it is confidential information.

  • Item 8. Executive Officer

David “Duncan” Heinz, Maj Gen, USMC (ret) Chief Executive Officer +1 (317)-738-2558

  • Item 9. Date of Report

March 29, 2018

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