Toronto, Canada – January 27, 2015 – Debut Diamonds Inc. (CNSX: DDI) (“Debut”) is pleased to announce that it successfully completed its previously announced (see news release dated December 22, 2014) private placement (the “Private Placement”) of an aggregate of 144,464,000 common shares (“Shares”) in settlement of $1,444,640 of debt at $0.01 per share. All shares were issued to KWG Resources Inc. (“KWG”) in settlement of all outstanding indebtedness and accrued interest owed to KWG and discharge of the security previously issued to KWG. The Shares issued pursuant to the Private placement are subject to a four (4) month hold period expiring May 28, 2015.
As a result of the Private Placement, KWG now holds 144,630,000 common shares of Debut, representing approximately 70.8% of the issued and outstanding shares (calculated on an undiluted basis). KWG also holds all of the 7,000,000 warrants outstanding which represent an additional 3.4% calculated on a partially diluted basis.
The Private Placement is a “related party transaction” within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”). A formal valuation was not required under MI 61-101 because Debut’s securities are not, at the date hereof, listed on the Toronto Stock Exchange nor any other exchange specified in MI 61-101 and minority shareholder approval was also not required because Debut was entitled to rely upon the “financial hardship” exemption provided for in MI 61-101. Taking into account the fact that the relating party debt has a maturity date of January 2, 2016 and could no longer be classified as long-term debt, the Corporation had a working capital deficiency of approximately $800,000. However, as a result of the Private Placement, the Corporation’s working capital deficiency has been eliminated and Debut now has a working capital surplus of approximately $600,000. The improvements to the Corporation’s balance sheet should improve Debut’s chances for successful future financings.
At a recent meeting, the Debut board of directors determined, acting in good faith, (i) that considering Debut’s current liabilities in excess of $1.4 million and the current state of the financial markets, the Corporation was in serious financial difficulty within the meaning of MI 61-101, (ii) that the Private Placement was designed to improve the Corporation’s financial position and (ii) that the terms of the Private Placement were reasonable in the present circumstances of the Corporation. All of the independent directors, acting in good faith, made the same determination.
A material change report regarding the proposed Private Placement was not filed more than 21 days prior to closing of the Private Placement; however, the Corporation considers that a shorter time period is reasonable as the proposed Private Placement was announced in a news release more than 21 days prior to such closing (see news release dated December 22, 2014) and necessary to have the consequences of the Private Placement evident in the financial statements of the Corporation for the third quarter ending January 31, 2015.
About Debut: Debut has both joint-ventured and wholly-owned diamond exploration properties that include the previously discovered MacFadyen and Good Friday kimberlite pipes contained in a claim block contiguous to the DeBeers claim block containing the Victor Diamond Mine and other prospective diamond bearing kimberlite pipes, west of James Bay on Ontario’s Attawapiskat River. In addition, Debut has an interest in the diamond bearing Kyle kimberlite pipes about 100 kilometers to the west.
For further information please visit the company’s website at www.DebutDiamonds.com
Or contact Bruce Hodgman at (416) 642-3575, or at email@example.com