The capitalised terms in this announcement shall have the meaning ascribed to them in the definitions section contained at Appendix 1.
As advised in a news release issued on
As advised in a news release issued on
Under the Amendment Deed certain terms of the subscription with Greenstone have been amended as follows: the Company may, prior to the satisfaction of the Travel Restriction Condition only submit a subscription request in respect of Convertible Loan Notes in the amount of
until such time as the existing secured loan due to
Following settlement of the Sprott Loan, the security interests of Sprott will be discharged and the Company will grant to Greenstone the security package as originally envisaged save that a pledge of the shares of
The period during which the Company may issue an Issue Notice to Greenstone expires on
Subject to Greenstone not having exercised its option to convert the amount outstanding into Conversion Shares, the Convertible Loan Notes are due to be repaid16 months after the first Issue Date which is expected to be
Save as set out above there have been no other material changes to the terms of the Subscription Deed. The underlying conversion price at which Greenstone may, convert any outstanding amount into Ordinary Shares ('Conversion Shares') in the Company has not been varied and remains at a price of
The Group's cash holdings at the end of
'Following a record month of production for
'This continued support from Greenstone in what are extremely challenging and uncertain times is a major endorsement and strong confirmation of the belief of Greenstone and its management in the longer term prospects for Serabi and the potential growth that not just Coringa will bring to the Company but can also be generated from the opportunities to expand existing production from the
Related party transaction
AIM
As Greenstone is currently interested in more than 10 per cent. of the issued ordinary share capital of the Company, the amendment to the Loan Note subscription deed ('Amendment') is a related party transaction for the purposes of Rule 13 of the AIM Rules ('Rule 13'). As
Canadian Securities Laws
As a result of Greenstone's shareholding in the Company, the subscription for the Convertible Loan Notes is a related party transaction for the Company under Canadian securities laws pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ('MI 61-101'). In accordance with MI 61-101, the Company is relying on the exemption from the requirement to obtain a formal valuation for the Convertible Loan Notes transaction contained in section 5.5 of MI 61-101 on the basis that the transaction is a distribution of securities for cash consideration and neither the Company, nor to the knowledge of the Company after reasonable inquiry, Greenstone has knowledge of any material information concerning the Company or its securities that has not been generally disclosed. The Company has obtained minority shareholder approval for the issue of the Convertible Loan Notes in accordance with MI 61-101.
Issue of shares to Sprott
The Company also advises that it has agreed to issue to Sprott 50,000 new Ordinary Shares of the Company in settlement of historic costs of
Total Voting Rights
Following Admission, the Company's issued share capital will consist of 58,959,551 Ordinary Shares with voting rights. The Company does not hold any Ordinary Shares in
Contact:
Tel: +44 (0)20 7246 6830
IMPORTANT NOTICE
This announcement includes 'forward-looking statements' which include all statements other than statements of historical fact, including, without limitation, those regarding the Group's financial position, business strategy, plans and objectives of management for future operations, or any statements preceded by, followed by or that include the words 'targets', 'believes', 'expects', 'aims', 'intends', 'will', 'may', 'anticipates', 'would', 'could' or 'similar' expressions or negatives thereof. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the Company's control that could cause the actual results, performance or achievements of the Group to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements.
Such forward-looking statements are based on numerous assumptions regarding the Group's present and future business strategies and the environment in which the Group will operate in the future. These forward-looking statements speak only as at the date of this announcement. The Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based unless required to do so by the AIM Rules, the
Unless otherwise stated, the contents of the Company's or any business in the Group's website past or present, or any other website accessible via hyperlinks from the such websites are not incorporated into, and do not form part of, this announcement.
Further information regarding the transaction.
The following information is summarised from previous news releases issued by the Company of
Greenstone, together with its Connected Persons and other persons acting in concert with Greenstone, is currently beneficially interested in 14,887,971 Ordinary Shares, representing approximately 25.27 per cent. of the Existing Ordinary Shares. Based on current exchange rates and the assumptions set out in Appendix 3 of the news release issued on
However, the final number of Ordinary Shares issuable to Greenstone upon conversion of amounts outstanding in respect of the Convertible Loan Notes will be influenced by the US$:GBP exchange rate at the time of conversion. If the value of GBP depreciates against the US$, the number of new Ordinary Shares to be issued to Greenstone on conversion of the Convertible Loan Notes would increase. Accordingly, the Subscription Deed and the Convertible Loan Notes Instrument provide that Greenstone may only convert the Convertible Loan Notes into a maximum of 28,849,072 Ordinary Shares (the 'Maximum Conversion Shares'), as a result of which the
Use of proceeds
The Company may use the funds raised from the issue of the Convertible Loan Notes to progress the development of Coringa, to settle the Coringa Deferred Consideration, and for general working capital purposes.
Fees and interest
The Company will pay interest on the full amount of the issued Convertible Loan Notes from the date of issue at a rate of LIBOR plus 13% per cent. per annum. Interest will accrue daily and at the end of each quarter shall be rolled up and compounded so that it bears interest from such date as it would had it been added to the principal amount of the Convertible Loan Notes then outstanding and shall be paid in cash at redemption of the Convertible Loan Notes or in respect of any of the Convertible Loan Notes at the point of conversion. The Company will pay an arrangement fee of
Issue and repayment
Prior to the satisfaction of the Travel Restriction Condition, the Company may only specify the issue of Convertible Loan Notes in the amount of
Events of Default
The Company's obligation to redeem the Convertible Loan Notes in full may be accelerated by Greenstone, or following any transfer of the Convertible Loan Notes, a majority of noteholders, following the occurrence of certain events. The identity and scope of the events of default in the Convertible Loan Notes follow the approach commonly taken in senior secured credit facilities and include (but without limitation) non-payment of amounts due, non-compliance with the terms of the agreement, insolvency and insolvency-related events and cross-default. In respect of any Convertible Loan Notes issued pursuant to the first Issue Notice, Greenstone is expected to provide a waiver in connection with certain Events of Default and other provisions under the Subscription Deed, the Instrument and the Deed of Guarantee by virtue of COVID Disruption including where the Company or a
For these purposes, 'COVID Disruption' means any form of disruption caused to businesses and/or personnel due to the COVID-2019 crisis, including as a result of any
Conversion
Greenstone may, at any time when any principal of the Convertible Loan Notes is outstanding, convert such outstanding amount (subject to a minimum conversion of
Security and Guarantee
The Company and its subsidiaries will grant a comprehensive security package over all of their assets in favour of, and directly to, Greenstone, subject to the Company in accordance with the terms of the Subscription Deed having discharged any existing security held either by Sprott or Equinox. As a result of this security the Company and its subsidiaries will be restricted in their dealings with their assets, and the claims of other creditors of the Company against the Company's assets will be subject to Greenstone's security rights. In addition, the Company and its subsidiaries have contractually agreed, amongst other things, to limit their ability to incur other indebtedness, create security and deal with their assets.
Certain of the Company's subsidiaries have agreed to guarantee the obligations of the Company to Greenstone and, following any transfer of the Convertible Loan Notes, the noteholders.
Transfer
Greenstone is free to transfer the Convertible Loan Notes and the Company has agreed to take steps to ensure that any transferee will have the benefit of a comprehensive security package which is substantially similar to that given to Greenstone.
Listing
The Company intends to apply for the Convertible Loan Notes to be listed on The
(C) 2020 Electronic News Publishing, source