Vancouver, British Columbia – Bedford Metals Corp. (the “Company”) (TSXV: BFM) announces that it has completed a non-brokered private placement (the “Offering”) of unsecured convertible debentures (the “Debentures”) in the principal amount of $617,000 and 4,502,000 equity units (the “Equity Units”) at a price of $0.085 per Equity Unit for additional gross proceeds of $382,670.  The Offering included the issuance of 5,364,815 detachable common share purchase warrants (each, a “Warrant”) to the subscribers acquiring the Debentures.

The Debentures mature on January 6, 2028 (the “Maturity Date”) and bear interest at a rate of eight percent per annum, payable upon the Maturity Date.  Each Warrant entitles the holder purchase one common share of the Company at a price of $0.115 until January 6, 2028.  The principal amount of the Debentures is convertible into common shares of the Company (each, a “Conversion Share”), at the option of the holder, at a rate of one Conversion Share for every $0.115 of outstanding indebtedness.  Each Equity Unit will consist of one common share of the Company and one Warrant on the same terms as the Offering.

The proceeds of the Offering will be utilized by the Company for general working capital purposes, to retire existing payables and to complete planned fieldwork at its wholly-owned Margurete Gold Project, located at Phillips Arms in southwestern British Columbia.  All securities issued in connection with the Offering are subject to a statutory hold period until May 7, 2023 in accordance with applicable securities laws.  No finders’ fees or commissions were paid in connection with completion of the Offering.

The Offering included subscriptions from insiders of the Company for an aggregate of 92,000 Equity Units.  This participation by insiders of the Company constitutes “related party transactions” within the meaning of TSXV Policy 5.9 and Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”).  For these transactions, the Company has relied on the exemption from the formal valuation requirements contained in Section 5.5(a) of MI 61-101 and has relied on the exemption from the minority shareholder requirements contained in Section 5.7(1)(a) of MI 61-101.

Debt Settlement

The Company also announces that it has completed the settlement (the “Debt Settlement”) of outstanding indebtedness (the “Indebtedness”) totaling $410,482.15 owing to an arms-length creditor (the “Creditor”).  The Indebtedness was settled through the issuance of a Debenture with an equivalent principal amount, and the issuance of 3,569,410 detachable Warrants exercisable at a price of $0.115 until December 30, 2027.  The Debenture and the detachable Warrants were issued on the same terms as the Offering, provided that the Debenture issued to the Creditor will mature on December 30, 2027.  The Creditor has agreed not to convert any portion of the Debenture, or exercise any portion of the Warrants, to the extent it would result in the Creditor having ownership of more than 9.9% of the outstanding share capital of the Company.

The Indebtedness represents funds previously advanced to the Company by the Creditor, along with accrued interest, and which were utilized by the Company for general working capital purposes.  All securities issued in connection with the Debt Settlement are subject to a statutory hold period until May 1, 2023 in accordance with applicable securities laws.

For further information, contact Peter Born at [email protected].

On behalf of the Board,
Bedford Metals Corp.
Peter Born, Chief Executive Officer

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. 

This news release may contain certain “Forward-Looking Statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities laws.   When or if used in this news release, the words “anticipate”, “believe”, “estimate”, “expect”, “target, “plan”, “forecast”, “may”, “schedule” and similar words or expressions identify forward-looking statements or information. These forward-looking statements or information may relate to the intended use of proceeds from the Offering and other factors or information.   Such statements represent the Company’s current views with respect to future events and are necessarily based upon a number of assumptions and estimates that, while considered reasonable by the Company, are inherently subject to significant business, economic, competitive, political and social risks, contingencies and uncertainties. Many factors, both known and unknown, could cause results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements. The Company does not intend, and does not assume any obligation, to update these forward-looking statements or information to reflect changes in assumptions or changes in circumstances or any other events affecting such statements and information other than as required by applicable laws, rules and regulations.