Press Releases

Fieldex closes $250,000 debenture financing

Mr. Martin Dallaire reports

FIELDEX COMPLETES $250,000 ISSUE OF CONVERTIBLE DEBENTURES

Fieldex Exploration Inc. has completed the issuance of a total of $250,000 of convertible unsecured debentures pursuant to its private placement reported in Stockwatch on April 11, 2005.

Fieldex issued the convertible debentures to two institutional purchasers in Quebec.

The proceeds from the placement of the convertible debentures will be used for Fieldex's Noranda North and Belleterre regional projects.

The debentures bear interest at the rate of 12 per cent per year, payable semi-annually subject to certain conditions. No interest will be payable during the first year of the term of the debentures if the common shares of Fieldex are trading on the TSX Venture Exchange at a minimum price of 45 cents per share for the 20 trading days preceding the date interest is payable. No interest will be payable during the two remaining years of the term of the debentures if the common shares of Fieldex are trading on the exchange at a minimum price of 60 cents per share for the 20 trading days preceding the date interest is payable during such time. Any interest due on the debentures may be, subject to the TSX Venture Exchange approval, paid through the issuance of common shares of Fieldex at the price set out in, and in accordance with the terms of, the debentures.

The debentures may be redeemed by Fieldex:

 

  1. in cash at any time, without penalty, upon prior written notice of at least 60 days;
  2. in common shares of Fieldex, if such shares trade on the exchange for a minimum price of 50 cents per share for the 20 trading days preceding the date of redemption in addition to providing 10 days prior written notice to the holder; or
  3. on any other terms provided in the debentures.

 

The debentures may be convertible at the option of the holder into common shares of Fieldex in the event that, subject to certain conditions, Fieldex issues common shares or convertible securities at a lesser price of issuance or conversion than that provided in the debentures.

The debentures may be convertible at any time by the holder thereof, in whole or in part, at a conversion price of 30 cents per unit for the first two years of the term of the debentures and 35 cents per unit for the third year of the term of the debentures. Each unit will comprise one common share of Fieldex and one common share purchase warrant. If a debenture is converted into units in the first two years of its term, the common share purchase warrant will entitle the holder thereof to purchase one additional common share at a price of 35 cents per share for a period of 24 months from the date of closing. If a debenture is converted into units in the third year of its term, the common share purchase warrant will entitle the holder thereof to purchase one additional common share at a price of 35 cents per share for a period of 24 months to 36 months from the date of closing.

The debentures and the common shares and warrants issuable upon conversion of the debentures are subject to a hold period expiring on Aug. 22, 2005.