NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES AND NOT FOR DISSEMINATION IN THE UNITED STATES
MONTREAL, Nov. 28, 2016 /CNW Telbec/ - Sentient Executive GP IV, Limited ("Sentient IV") announces that it has acquired control over a convertible unsecured debenture in a principal aggregate amount of US$7,000,000 (the "November 2016 Debenture") issued by Era Resources Inc. ("Era Resources"). The November 2016 Debenture matures on December 31, 2017 and does not bear interest. The principal amount of the November 2016 Debenture is convertible into fully paid and non-assessable common shares of Era Resources ("Common Shares") at a conversion price of Cdn.$0.25 per share. Assuming the conversion in full of the principal amount of the November 2016 Debenture, Sentient IV would acquire control over a maximum of 36,699,600 Common Shares (using a US$1.00 = C$1.3107 exchange rate, as per the terms of the November 2016 Debenture), representing approximately 76.33% of the outstanding Common Shares, calculated on a partially diluted basis assuming the full conversion of the November 2016 Debenture only.
Prior to the acquisition of the November 2016 Debenture, Sentient IV had control or direction over 293,340 Common Shares (representing approximately 2.58% of the then outstanding Common Shares), convertible unsecured debentures in a principal aggregate amount of US$38,426,130 (collectively, the "2014 Debenture"), a convertible unsecured debenture in a principal aggregate amount of US$7,500,000 (the "December 2014 Debenture"), a convertible unsecured debenture in a principal aggregate amount of US$7,000,000 (the "2015 Debenture"), a convertible unsecured debenture in a principal aggregate amount of US$3,000,000 (the "April 2016 Debenture"), and a convertible unsecured debenture in a principal aggregate amount of US$4,000,000 (the "May 2016 Debenture" and, together with the 2014 Debenture, the December 2014 Debenture, the 2015 Debenture and the April 2016 Debenture, collectively, the "Prior Debentures"). The Prior Debentures do not bear interest and the principal amount thereof is convertible into fully paid and non-assessable Common Shares at a conversion price of Cdn.$0.45 per share. The 2014 Debenture matures on July 1, 2017, the December 2014 Debenture matures on June 30, 2017 and the 2015 Debenture, the April 2016 Debenture and the May 2016 Debenture mature on December 31, 2017. Assuming the conversion in full of the principal amount of the Prior Debentures, Sentient IV would acquire control over a maximum of 151,252,020 Common Shares (including the 293,340 Common Shares referred to above). These combined holdings would represent approximately 93.17% of the then outstanding Common Shares, calculated on a partially diluted basis assuming the full conversion of the Prior Debentures only.
Immediately after the acquisition of the November 2016 Debenture, Sentient IV has control or direction over 293,340 Common Shares (representing approximately 2.58% of the then outstanding Common Shares), the Prior Debentures and the November 2016 Debenture (collectively, the "Debentures"). In connection with the issuance of the November 2016 Debenture, the conversion price of the Prior Debentures was reduced to Cdn.$0.25 per share, in accordance with the terms of the Prior Debentures. Assuming the conversion in full of the principal amount of the Debentures, Sentient IV would acquire control over a maximum of 308,718,567 Common Shares (including the 293,340 Common Shares referred to above). These combined holdings would represent approximately 96.53% of the then outstanding Common Shares, calculated on a partially diluted basis assuming the full conversion of the Debentures only.
Sentient IV acquired the November 2016 Debenture for investment purposes only and not with a view to materially affecting control of Era. Depending upon market conditions and other factors, Sentient IV may, from time to time, acquire or dispose of additional securities of Era, in the open market, by private agreement or otherwise, or acquire interests in or enter into related financial instruments involving a security of Era.
The head office of Era is 3400 One First Canadian Place, 100 King Street West, P.O. Box 130, Toronto, Ontario M5X 1A4.
SOURCE Sentient Executive GP IV, Limited
