IBC Announces Share-Based Compensation to Directors and Consideration Shares for Credit Facility Guarantees

Rhea-AI Summary

IBC Advanced Alloys Corp. (TSXV:IB, OTCQB:IAALF) announced the issuance of 1,714,284 common shares to its directors as compensation for their service from July 2023 to June 2024. Additionally, 4,982,000 common shares will be issued to CEO Mark Smith as consideration for guaranteeing US$5 million owed under the company's credit facilities. This issuance, priced at C$0.07 per share, awaits TSX Venture Exchange approval. The shares will be subject to a four-month and one-day hold period. The transaction qualifies as a 'related party transaction' under MI 61-101, but exemptions from formal valuation and minority approval requirements are applied.

Positive

• Issuance of shares compensates directors for their service, potentially improving morale and retaining talent.
• Mark Smith's guarantee of US$5 million credit facilities could enhance the company's financial stability.

Negative

• Issuing 6,696,284 new shares could lead to shareholder dilution.
• Approval from TSX Venture Exchange is still pending, adding uncertainty.

FRANKLIN, IN / ACCESSWIRE / June 25, 2024 / IBC Advanced Alloys Corp. ("IBC" or the "Company") (TSXV:IB)(OTCQB:IAALF) today announces that the board of directors of the Company has approved the issuance of (i) 1,714,284 common shares in the capital of the Company (the "Fee Shares"), to its directors in consideration of their service to the Company for the period from July 2023 through June 2024, and (ii) 4,982,000 common shares in the capital of the Company (the "Bonus Shares", and together with the Fee Shares, the "Common Shares"), to Mark Smith in consideration for his guarantee of amounts owing under the Company's credit facilities (the "Credit Facilities") with Iron Horse Credit, LLC ("Iron Horse") and Sallyport Commercial Finance, LLC ("Sallyport").

The issuance of the Common Shares, at a deemed price per Common Share of C$0.07, being the closing price of the Common Shares on June 24, 2024, is subject to the approval of the TSX Venture Exchange ("TSX-V"). The Common Shares will be subject to a four month and one day hold period from the date of issuance.

On July 29, 2021, Mark Smith entered into guarantee agreements with each of Iron Horse and Sallyport, to guarantee amounts owed by certain of the Company's U.S. subsidiaries (the "Subsidiaries") under the Credit Facilities. Mark Smith is currently guaranteeing US$3,000,000 owed to Iron Horse and US$2,000,000 owed to Sallyport. The terms of the Credit Facilities are described in the Company's press releases dated August 28, 2023 and July 29, 2021.

Mark A. Smith, Geoffrey Hampson, Simon Anderson and Michael Jarvis currently hold an aggregate of approximately 21.5% of the issued and outstanding Common Shares. Each issuance of Common Shares to the directors constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101") and TSXV Policy 5.9 Protection of Minority Security Holders in Special Transactions. The Company is relying on the exemptions from the formal valuation and minority approval requirements contained in Sections 5.5(a) and 5.7(1)(a) of MI 61-101, on the basis that the fair market value of the transaction does not exceed 25% of the Company's market capitalization.

For more information on IBC and its innovative alloy products, go here.

On Behalf of the Board of Directors:

"Mark Smith"

Mark Smith, CEO & Chairman

# # #

Contact:
Mark A. Smith, CEO & Chairman
Jim Sims, Director of Investor and Public Relations
+1 (303) 503-6203
Email: jsims@policycom.com

Website: www.ibcadvancedalloys.com

@IBCAdvanced $IB $IAALF #Copper #copperalloys

About IBC Advanced Alloys Corp.
IBC is a leading advanced copper alloys manufacturer serving a variety of industries such as defense, aerospace, automotive, telecommunications, precision manufacturing, and others. At its vertically integrated production facility in Franklin, Indiana, IBC manufactures and distributes a variety of copper alloys as castings and forgings, including beryllium copper, chrome copper, and aluminum bronze. The Company's common shares are traded on the TSX-V under the symbol "IB" and the OTCQB under the symbol "IAALF".

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

Certain information contained in this news release may be forward-looking information or forward-looking statements as defined under applicable securities laws. Forward-looking information and forward-looking statements are often, but not always identified by the use of words such as "expect", "anticipate", "believe", "foresee", "could", "estimate", "goal", "intend", "plan", "seek", "will", "may" and "should" and similar expressions or words suggesting future outcomes. This news release includes forward-looking information and statements pertaining to, among other things, the planned issuance of Common Shares and the approval of the TSXV. Forward-looking statements involve substantial known and unknown risks and uncertainties, certain of which are beyond the Company's control including: the risk that the Company may not be able to make sufficient payments to retire its debt, the impact of general economic conditions in the areas in which the Company or its customers operate, including the semiconductor manufacturing and oil and gas industries, risks associated with manufacturing activities, changes in laws and regulations including the adoption of new environmental laws and regulations and changes in how they are interpreted and enforced, increased competition, the lack of availability of qualified personnel or management, limited availability of raw materials, fluctuations in commodity prices, foreign exchange or interest rates, stock market volatility and obtaining required approvals of regulatory authorities. As a result of these risks and uncertainties, the Company's future results, performance or achievements could differ materially from those expressed in these forward-looking statements. All statements included in this press release that address activities, events or developments that the Company expects, believes or anticipates will or may occur in the future are forward-looking statements. These statements are based on assumptions made by the Company based on its experience, perception of historical trends, current conditions, expected future developments and other factors it believes are appropriate in the circumstances.

Please see "Risks Factors" in our Annual Information Form available under the Company's profile at www.sedarplus.ca, for information on the risks and uncertainties associated with our business. Readers should not place undue reliance on forward-looking information and statements, which speak only as of the date made. The forward-looking information and statements contained in this release represent our expectations as of the date of this release. We disclaim any intention or obligation or undertaking to update or revise any forward-looking information or statements whether as a result of new information, future events or otherwise, except as required under applicable securities laws.

SOURCE: IBC Advanced Alloys Corp.

View the original press release on accesswire.com

FAQ

What is the significance of IBC Advanced Alloys (IAALF) issuing new shares?

IBC Advanced Alloys announced the issuance of 1,714,284 shares to directors for their service and 4,982,000 shares to CEO Mark Smith for guaranteeing credit facilities, subject to TSX Venture Exchange approval.

How will the issuance of new shares by IBC Advanced Alloys (IAALF) affect its shareholders?

The issuance of 6,696,284 new shares may lead to dilution of existing shareholders' equity.

What is the deemed price per share for IBC Advanced Alloys (IAALF) new share issuance?

The deemed price per share for the new issuance is C$0.07, the closing price on June 24, 2024.

Why is Mark Smith receiving shares from IBC Advanced Alloys (IAALF)?

Mark Smith is receiving 4,982,000 shares as consideration for his guarantee on the company's US$5 million credit facilities.

When will the newly issued shares by IBC Advanced Alloys (IAALF) be freely tradable?

The new shares will be subject to a hold period of four months and one day from the date of issuance.

What approvals are needed for IBC Advanced Alloys (IAALF) to issue the new shares?

The new share issuance is subject to approval by the TSX Venture Exchange.