Belo Sun Mining Announces the Release of Its Q3 Financial Results and Amendment to Outstanding Promissory Note

2022-11-07 05:04:58

TORONTO, Nov. 07, 2022 (GLOBE NEWSWIRE) — Belo Sun Mining Corp. (“Belo Sun” or the “Company”) (TSX: BSX; OTCQX: BSXGF) is pleased to announce the release of its financial statements and management and discussion analysis for the nine months ended September 30, 2022.

The Company also announces that it has entered into a promissory note amendment effective as of the date October 23, 2022, with Peter Tagliamonte, Belo Sun’s CEO and President, pursuant to which the Company and Mr. Tagliamonte agreed to extend the maturity date of the loan originally made to Mr. Tagliamonte on April 23, 2018 (the “Tagliamonte Note”).

As announced on April 24, 2020, the Company entered into an amending agreement whereby it agreed to amend the terms of the Tagliamonte Note to extend the maturity date to April 23, 2022 and to adjust the interest rate on the amount outstanding to a rate equal to LIBOR per annum. On April 23, 2022, the Company entered into a further amending agreement to extend the maturity date of the Tagliamonte Note to October 23, 2022. To date, Mr. Tagliamonte has repaid $3,871,878 of the principal under the Tagliamonte Note, paid $349,037 of interest and the current outstanding principal amount is $500,000.

Following discussions between the board of the directors of the Company (the “Board”) and Mr. Tagliamonte, the Company has agreed to further amend (the “Third Amendment”) the terms of the Tagliamonte Note effective October 23, 2022 in order to extend the maturity date to October 23, 2023. The Company has no current intention to further extend the maturity of the Tagliamonte Note and the Company understands that Mr. Tagliamonte may be required to sell some or all of the common shares acquired using the proceeds of the Tagliamonte Note to fund the repayment of amounts owing thereunder to the Company on or prior to its new maturity date. The entering into of the Third Amendment was considered and approved by the Board excluding Mr. Tagliamonte who declared a conflict and recused himself from voting in respect of the Third Amendment. The remaining directors voted unanimously to approve the Third Amendment.

Pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”), the entering into of the Third Amendment with Mr. Tagliamonte is a “related party transaction”. The Company is exempt from the requirements to obtain a formal valuation or minority shareholder approval in connection with the Third Amendment in reliance on sections 5.5(a) and 5.7(a), respectively, of MI 61-101, as neither the fair market value of the subject matter of the Third Amendment, nor the fair market value of the consideration for the Third Amendment exceeds 25% of the Company’s market capitalization as calculated in accordance with MI 61-101. Due to ongoing discussions among the independent directors of Belo Sun, the Third Amendment was only approved on October 23, 2022, being less than 21 days before the effective date of the Third Amendment.

About Belo Sun Mining

Belo Sun is a Canadian-based mining company with a portfolio of gold-focused properties in Brazil. The Company is currently focused on the development of the Volta Grande Gold Project. Belo Sun trades on the Toronto Stock Exchange under the symbol “BSX” and on the OTCQX under the symbol “BSXGF”. For more information, please visit www.belosun.com or contact Investor Relations at +1 416 861-2262

Caution regarding forward-looking information

This press release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. Forward-looking information includes, without limitation, statements regarding the Third Amendment; the Tagliamonte Note and the filing of financial statements. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking information, including risks inherent in the mining industry and risks described in the public disclosure of the Company which is available under the profile of the Company on SEDAR at www.sedar.com and on the Company’s website at www.belosun.com. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.

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