Heron Resources Limited (ASX:HRR; TSX:HER, “Heron” or the
“Company”) refers to its announcement on 30 June
2017 in relation to the A$240 million funding package required for
the construction and ramp-up of its 100% Woodlawn Zinc-Copper
Project, located in New South Wales, Australia. As announced on 30
June 2017, the funding package includes equity funding from each of
Orion Mine Finance Fund II LP (“
Orion”) and
Castlelake L.P. (
Castlelake), with the Company
entering into subscription agreements with Castlelake and Orion for
the issue of Heron shares to raise an aggregate of A$62 million
(
Placements), subject to various conditions
including waivers for ASX Listing Rule 6.18 and shareholder
approval (
Subscription Agreements).
The Subscription Agreements contemplate the establishment of
strategic relationships between Orion and the Company, and between
Castlelake and the Company, with the Company granting anti-dilution
rights to Orion and Castlelake to maintain their percentage
holdings in the Company subject to a waiver from ASX.
The Company is pleased to announce that ASX has granted a waiver
from ASX Listing Rule 6.18 to enable the Company to grant the
anti-dilution rights to Orion and Castlelake.
It should be noted that the anti-dilution rights will only be
granted if the Placements complete. The general meeting to seek
shareholder approval for the funding package, including the
Placements is to be held at 2.00pm (AEDT) on Thursday August 17,
2017.
A summary of the terms of the waivers for Orion and Castlelake
are provided in Annexures 1 and 2 respectively.
About Heron Resources Limited:
Heron’s primary focus is the development of its 100% owned, high
grade Woodlawn Zinc-Copper Project located 250km southwest of
Sydney, New South Wales, Australia. In addition, the Company
holds a significant high quality, gold and base metal tenement
holding in central and eastern New South Wales.
Annexure 1: Terms of the ASX waiver in respect of
Orion
Based solely on the information provided, ASX Limited (“ASX”)
grants Heron Resources Limited (the “Company”) a waiver from
listing rule 6.18 to the extent necessary to permit Orion Mine
Finance Fund II LP, a fund managed by Orion Mine Finance GP II L.P,
and its related bodies corporate (“Orion”) to maintain, by way of a
right to participate in any issue of securities or to subscribe for
securities, its percentage interest in the issued share capital of
the Company (the “Anti-Dilution Right”) in respect of a diluting
event which occurs or is announced following completion of the
proposed issue of share to Orion (“Placement”) so that Orion holds
up to 17.39% voting power in the Company, on the following
conditions
1.1 The Anti-Dilution Right lapses on the earlier of:
1.1.1 the date on which Orion ceases to hold in aggregate
at least 10% voting power in the Company (other than as a result of
shares (or equity securities) to which the Anti- Dilution Right
applies and in respect of which Castlelake is still entitled to
exercise, or has exercised, the Anti-Dilution Right);
1.1.2 the date on which Orion’s voting power in the Company
exceeds 25%; or
1.1.3 the strategic relationship between the Company and
Orion ceasing or changing in such a way that it effectively
ceases.
1.2 The Anti-Dilution Right may only be transferred to an
entity in the wholly owned group of Orion.
1.3 Any securities issued under the Anti-Dilution Right
must be issued to Orion for cash consideration that is:
1.3.1 no more favourable than cash consideration paid by
third parties (in the case of issues of securities to third parties
for cash consideration); or
1.3.2 equivalent in value to non-cash consideration offered
by third parties (in the case of issues of securities to third
parties for non-cash consideration).
1.4 The number of securities that may be issued to Orion
under the Anti-Dilution Right in the case of any diluting event
must not be greater than the number required in order for Orion to
maintain its percentage holding in the issued share capital of the
Company immediately before that diluting event.
1.5 The Company discloses a summary of the Anti-Dilution
Right to persons who may subscribe for securities under a
prospectus, and undertakes to include in each annual report a
summary of the Anti-Dilution Right.
1.6 The Company immediately releases the terms of the
waiver to market.
Annexure 2: Terms of the ASX waiver in respect of
Castlelake
Based solely on the information provided, ASX Limited (“ASX”)
grants Heron Resources Limited (the “Company”) a waiver from
listing rule 6.18 to the extent necessary to permit Castlelake L.P.
and its related bodies corporate (“Castlelake”) to maintain, by way
of a right to participate in any issue of securities or to
subscribe for securities, its percentage interest in the issued
share capital of the Company (the “Anti-Dilution Right”) in respect
of a diluting event which occurs or is announced following
completion of the proposed issue of share to Castlelake
(“Placement”) so that Castlelake holds up to 19.89% voting power in
the Company, on the following conditions
1.1 The Anti-Dilution Right lapses on the earlier of:
1.1.1. the date on which Castlelake ceases to hold in aggregate
at least 10% voting power in the Company (other than as a result of
shares (or equity securities) to which the Anti-Dilution Right
applies and in respect of which Orion is still entitled to
exercise, or has exercised, the Anti-Dilution Right);
1.1.2. the date on which Castlelake’s voting power in the
Company exceeds 25%; or
1.1.3. the strategic relationship between the Company and
Castlelake ceasing or changing in such a way that it effectively
ceases.
1.2. The Anti-Dilution Right may only be transferred to an
entity in the wholly owned group of Castlelake.
1.3. Any securities issued under the Anti-Dilution Right must be
issued to Castlelake for cash consideration that is:
1.3.3. no more favourable than cash consideration paid by third
parties (in the case of issues of securities to third parties for
cash consideration); or
1.3.4. equivalent in value to non-cash consideration offered by
third parties (in the case of issues of securities to third parties
for non-cash consideration).
1.4. The number of securities that may be issued to Castlelake
under the Anti-Dilution Right in the case of any diluting event
must not be greater than the number required in order for
Castlelake to maintain its percentage holding in the issued share
capital of the Company immediately before that diluting event.
1.5. The Company discloses a summary of the Anti-Dilution Right
to persons who may subscribe for securities under a prospectus, and
undertakes to include in each annual report a summary of the
Anti-Dilution Right.
1.6. The Company immediately releases the terms of the waiver to
market.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION
This report contains forward-looking statements and
forward-looking information within the meaning of applicable
Canadian securities laws, which are based on expectations,
estimates and projections as of the date of this report. This
forward-looking information includes, or may be based upon, without
limitation, estimates, forecasts and statements as to management’s
expectations with respect to, among other things, the timing and
amount of funding required to execute the Company’s exploration,
development and business plans, capital and exploration
expenditures, the effect on the Company of any changes to existing
legislation or policy, government regulation of mining operations,
the length of time required to obtain permits, certifications and
approvals, the success of exploration, development and mining
activities, the geology of the Company’s properties, environmental
risks, the availability of labour, the focus of the Company in the
future, demand and market outlook for precious metals and the
prices thereof, progress in development of mineral properties, the
Company’s ability to raise funding privately or on a public market
in the future, the Company’s future growth, results of operations,
performance, and business prospects and opportunities. Wherever
possible, words such as “anticipate”, “believe”, “expect”,
“intend”, “may” and similar expressions have been used to identify
such forward-looking information. Forward-looking information is
based on the opinions and estimates of management at the date the
information is given, and on information available to management at
such time. Forward-looking information involves significant risks,
uncertainties, assumptions and other factors that could cause
actual results, performance or achievements to differ materially
from the results discussed or implied in the forward-looking
information. These factors, including, but not limited to,
fluctuations in currency markets, fluctuations in commodity prices,
the ability of the Company to access sufficient capital on
favourable terms or at all, changes in national and local
government legislation, taxation, controls, regulations, political
or economic developments in Canada, Australia or other countries in
which the Company does business or may carry on business in the
future, operational or technical difficulties in connection with
exploration or development activities, employee relations, the
speculative nature of mineral exploration and development,
obtaining necessary licenses and permits, diminishing quantities
and grades of mineral reserves, contests over title to properties,
especially title to undeveloped properties, the inherent risks
involved in the exploration and development of mineral properties,
the uncertainties involved in interpreting drill results and other
geological data, environmental hazards, industrial accidents,
unusual or unexpected formations, pressures, cave-ins and flooding,
limitations of insurance coverage and the possibility of project
cost overruns or unanticipated costs and expenses, and should be
considered carefully. Many of these uncertainties and contingencies
can affect the Company’s actual results and could cause actual
results to differ materially from those expressed or implied in any
forward-looking statements made by, or on behalf of, the
Company. Prospective investors should not place undue
reliance on any forward-looking information. Although the
forward-looking information contained in this report is based upon
what management believes, or believed at the time, to be reasonable
assumptions, the Company cannot assure prospective purchasers that
actual results will be consistent with such forward-looking
information, as there may be other factors that cause results not
to be as anticipated, estimated or intended, and neither the
Company nor any other person assumes responsibility for the
accuracy and completeness of any such forward-looking information.
The Company does not undertake, and assumes no obligation, to
update or revise any such forward-looking statements or
forward-looking information contained herein to reflect new events
or circumstances, except as may be required by law. No stock
exchange, regulation services provider, securities commission or
other regulatory authority has approved or disapproved the
information contained in this report.
For further information, please visit www.heronresources.com.au or contact:
Australia:
Mr Wayne Taylor
Managing Director and Chief Executive Officer
Tel: +61 2 9119 8111 or +61 8 6500 9200
Email: heron@heronresources.com.au
Jon Snowball
FTI Consulting
+61 2 8298 6100
jon.snowball@fticonsulting.com
Canada:
Tel: +1 647-862-1157 (Toronto)