LONGUEUIL, QUEBEC -- (Marketwired) -- 11/18/13 -- Reunion Gold Corporation (TSX VENTURE: RGD) (the "Company" or "Reunion") announces plans to replace existing loans from two senior executives of the Company with convertible notes with aggregate principal amounts of $US 212,000 and $C 1,007,000 (the "Convertible Notes"). The Convertible Notes will bear interest at the rate of 1% per month until maturity. All of the outstanding principal and interest accrued will be repayable on the earlier of the completion of a minimum financing by Reunion or upon demand at any time after June 30, 2014. The Convertible Notes will be convertible into Reunion common shares at maturity, at the option of the holder. Subject to the approval of the TSX Venture Exchange ("TSXV"), the conversion price for the outstanding principal of the Convertible Notes is C$0.14, and the conversion price for accrued interest will be equal to the Market Price (as defined in the policies of the TSXV) of Reunion shares at the time of conversion of the interest. Reunion will have the right to redeem the Convertible Notes at any time prior to maturity.
The Convertible Notes will be issued in reliance upon prospectus and private placement exemptions under National Instrument 45-106 - Prospectus and Registration Exemptions and the Convertible Notes and underlying securities issuable upon conversion will be subject to a four month hold period. The issuance of the Convertible Notes is subject to the approval of the TSX Venture Exchange.
The issuance of the Convertible Notes constitutes a related party transaction under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") as the subscribers are two directors and officers and the holding company of a director and officer of Reunion. The issuance of the Convertible Notes is exempt from the related party valuation and minority security holder approval requirements of MI 61-101 on the basis that the Convertible Notes have an aggregate fair market value of less than 25% of the market capitalization of Reunion.
About the Company
The Company through its 100% owned subsidiary Reunion Manganese Inc. has assembled a large, strategic land position to conduct exploration and development activities for manganese in the North West District of Guyana. The Company announced an initial resource estimate for its Matthews Ridge manganese project in February 2013 and the results of a pre-feasibility study in July 2013. Manganese is the fourth largest metal consumed in the world, behind iron, aluminum and copper. It is a key component in steel and iron production with no viable substitute.
"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."
Additional information about the Company is available through regular filings and press releases on SEDAR (www.sedar.com) and on the Company's website at www.reuniongold.com.
Contacts:
Reunion Gold Corporation
James Crombie
President and Chief Executive Officer
450.677.2585
450.677.2601 (FAX)
info@reuniongold.com
www.reuniongold.com
