Peak Discovery arranges $100,000 private placement

Executive Summary

• Peak Discovery Capital Ltd. announced a non-brokered private placement of up to 1,428,571 units at $0.07 per unit, raising gross proceeds of up to $100,000 for general working capital and new business opportunities.
• The company simultaneously arranged debt settlements totaling up to $244,000 with related parties and arm's-length creditors, converting debt into equity via share and warrant issuances at a deemed price of $0.07.
• All securities issued under the private placement and debt settlements are subject to a four-month-and-one-day hold period and require TSX Venture Exchange acceptance.

Key Details

• Private Placement Structure:
  • Units: Up to 1,428,571 units.
  • Price: $0.07 per unit.
  • Gross Proceeds: Up to $100,000.
  • Components: Each unit consists of one common share and one common share purchase warrant.
  • Warrant Terms: Exercisable for one additional common share at $0.10 per share for five years from issuance.
  • Use of Proceeds: Pursue new business opportunities and general working capital.
  • Hold Period: Four months and one day from issuance.
• Debt Settlements:
  • Related Party Debt: Up to $147,000 owed to directors/officers.
    • Conversion: 50% to 100% of debt converted to equity.
    • Shares Issued: Up to 2.1 million common shares at a deemed price of $0.07.
  • Arm's-Length Creditor Debt: Up to $97,000 owed to arm's-length creditors.
    • Settlement: Issuance of up to 1,385,714 units at a deemed price of $0.07.
    • Components: Each unit consists of one common share and one share purchase warrant (same terms as private placement warrants).
  • Total Debt Settled: Up to $244,000.
• Regulatory & Legal:
  • Approvals: Approved by independent directors; subject to TSX Venture Exchange acceptance.
  • MI 61-101 Exemptions: The company relies on exemptions from formal valuation and majority-of-minority approval requirements for insider debt settlements, citing that shares are not listed on specified markets and the fair market value of insider settlements is less than $2.5 million.
  • Resale Restrictions: All shares issued are subject to a four-month-and-one-day hold period.