Highfield Resources Limited announced a private placement to issue convertible notes for the gross oproceeds of AUD 25 million on May 22, 2023. The transaction will include participation from returning investor EMR Capital Pty. Ltd. for AUD 18,000,000 and new investor Tectonic Investment Management for AUD 7,000,000. The bonds will mature in 24 months from the date of closing. The Lenders may choose to convert all or some of the total amount outstanding Convertible Notes into fully paid ordinary shares in the Company (?Shares?) at any time. However, if the Convertible Notes remain outstanding at the time of first drawdown under
the senior debt facility for the Project, the outstanding Convertible Notes amount shall mandatorily convert into Shares of the Company at the conversion price. The conversion price for the Convertible Notes is the lower of a 25% discount to the price implied by a change of control transaction relating to the Company, the volume weighted average price of the Shares as traded on ASX over the 20 trading days prior to the date of the CND (?VWAP?), being AUD 0.515 per share and a 10% discount to the price of any future equity capital raising by the Company. Interest on the investment will be paid in kind via addition to the Convertible Notes Amount and The Convertible Notes will be secured by a share pledge over all of the shares in and shareholder loans to, the Company's indirect wholly-owned subsidiary Geoalcali S.L.U. The issuance of the Convertible Notes to Tectonic does not require approval of the Company's shareholders as it is being made in reliance on the Company's available placement capacity and The issuance of the Convertible Notes to EMR Capital remains subject to and conditional upon receipt of approval for the issuance of the Notes from the Company's shareholders under ASX Listing Rule 10.1 at a general meeting of the Company to be held on or about June 21, 2023, pursuant to a notice of meeting despatched by the Company at the same time as this announcement. If Shareholder Approval is granted, the Notes will be issued to EMR Capital following that meeting. In addition, the convertibility of the Convertible Notes issued to EMR Capital is subject to EMR Capital receiving approval from the Foreign Investment Review Board.