SRHI Inc. Completes Customary Documentation Required under JRA
November 20 2020 - 08:00AM
GlobeNewswire Inc.
(TSX: SRHI, SRHI.WT) – SRHI Inc. (the “
Company” or
“
SRHI”) is pleased to announce that the Company
and Minera Tres Valles SpA (“
MTV”) have completed
the customary documentation and formalization of terms under the
Judicial Reorganization Agreement (“
JRA”) between
MTV, MTV’s senior lenders (“
Lenders”) and the
Company.
MTV is the Company's 70% owned producing copper
mine in Salamanca, Chile.
A summary of the financial commitments arising
from the JRA (and as disclosed in prior press releases) is as
follows:
SRHI to Provide $10 Million to MTV by June
2021
- Up to $10 million secured second
ranking debt to be financed from the Company’s cash resources (the
“SRHI New Loan”)
- To be drawn down by MTV by June
2021
- Principal and interest subordinated to
the senior secured prepayment facility (the
“Facility”) and New Senior Debt (defined
below)
- Expected payback beginning 2025
- Fulfills (and will reduce, pro-rata)
the Company’s $10 million corporate guarantee provided under the
agreement governing the Facility (the “Facility
Agreement”) entered into between the Lenders, MTV and the
Company in December 2019
- No dilution to the
Company’s 70% equity holding of MTV
Lenders Amend Facility Agreement Terms and
Commit to Additional $6 Million
- Immediate release of $7 million of
cash, previously restricted by the Lenders pursuant to the Facility
Agreement, to support MTV’s operations
- Extension of the Facility Agreement’s
maturity by 12 months to December 2024
- Extension of the Facility Agreement’s
commencement for principal repayments by 12 months to begin March
31, 2022
- Extension by 18 months of the
requirement to pay 50% of interest under the Facility Agreement.
Full interest payments begin March 31, 2022
- Up to $6 million of new senior debt
(“New Senior Debt”) to have substantially the same
security and terms as currently contemplated in the Facility
Agreement (with some amendments)
- The New Senior Debt
is to be made available to MTV, if needed, after SRHI has fully
advanced the SRHI New Loan
Unsecured Creditors Convert Amounts Owed to
Unsecured Debt
- Effective August 24, 2020,
approximately $22 million of MTV’s accounts payable and accrued
liabilities were converted to long-term debt (the
“Unsecured
Debt”)
- Effective August 24, 2020, Unsecured
Debt amounting to approximately $17 million converted from accounts
payable of MTV to long-term debt (“Unsecured Term
Debt”)
- Effective August 24, 2020, Unsecured
Debt amounting to approximately $5 million converted from accounts
payable of MTV to subordinated long-term debt
("Subordinated Debt") to be repaid only after all
amounts due to the Lenders and unsecured creditors are fully
repaid
- Principal and interest repayment grace
period for Unsecured Term Debt – first payment to begin March 31,
2022
- 50% of Unsecured Term Debt to be
repaid in 13 quarterly payments beginning March 31, 2022
- Remaining 50% of Unsecured Term Debt
to be repaid on June 30, 2025
- Annual interest rate of New Unsecured
Debt is 5%
- Opportunity for accelerated
prepayments
- Subordinated Debt
and Unsecured Term Debt totaling approximately $7 million is due to
Vecchiola S.A, a related party to the minority Shareholder of
MTV.
About SRHI Inc.
SRHI is a publicly-listed company based in
Toronto and its principal operating business is its 70% equity
interest in the producing copper mine Minera Tres Valles in
Salamanca, Chile. For more information about SRHI, please
visit www.srhi.ca.
Cautionary Statement Regarding
Forward-Looking Information
Certain statements in this news release, contain
forward-looking information (collectively referred to herein as the
"Forward-Looking Statements") within the meaning of applicable
Canadian securities laws. The use of any of the words "expect",
"anticipate", "continue", "estimate", "may", "will", "project",
"should", "believe", "plans", "intends" and similar expressions are
intended to identify Forward-Looking Statements. In particular, but
without limiting the foregoing, this news release contains
Forward-Looking Statements pertaining to: the terms of the JRA; and
the expected timelines for provision, drawdown and repayment of
indebtedness of MTV.
Although SRHI believes that the Forward-Looking
Statements are reasonable, they are not guarantees of future
results, performance or achievements. A number of factors or
assumptions have been used to develop the Forward-Looking
Statements, including: the terms of the JRA; that the assumptions
for future ore mined and copper cathode production together with
future cash flows, including future copper prices, operating costs
and capital expenditures remain materially accurate; there being no
additional significant disruptions affecting the development and
operation of MTV; the timing for the expected reopening of the Don
Gabriel mine; the timing and success of the Papomono Masivo
underground mine construction and development and assumptions
concerning general marketing, political, business and economic
conditions.
Actual results, performance or achievements
could vary materially from those expressed or implied by the
Forward-Looking Statements should assumptions underlying the
Forward-Looking Statements prove incorrect or should one or more
risks or other factors materialize, including: (i) risks associated
with the mining industry in general (e.g., operational risks in
development, exploration and production; delays or changes in plans
with respect to exploration or development projects or capital
expenditures; the uncertainty of estimates and projections relating
to mineral reserves, production, costs and expenses; and labour,
health, safety and environmental risks) and risks associated with
the other portfolio companies' industries; (ii) risks associated
with investments in emerging markets; (iii) general economic,
market and business conditions; (iv) the JRA not being complied
with; (v) commodity price fluctuations and uncertainties; (vi)
risks associated with catastrophic events, manmade disasters,
terrorist attacks, wars and other conflicts, or an outbreak of a
public health pandemic or other public health crises, including
COVID-19; (vii) risk that MTV and/or the Company cease to be going
concerns and the Company’s guarantee of the MTV debt is called and
the related pledge is realized (viii) those risks disclosed under
the heading "Risk Management" in SRHI’s Management’s Discussion and
Analysis for the year ended December 31, 2019 and its most recent
interim report of 2020; and (ix) those risks disclosed under the
heading "Risk Factors" or incorporated by reference into SRHI’s
Annual Information Form dated March 24, 2020.
The Forward-Looking Statements speak only as of
the date hereof, unless otherwise specifically noted, and SRHI does
not assume any obligation to publicly update any Forward-Looking
Statements, whether as a result of new information, future events
or otherwise, except as may be expressly required by applicable
Canadian securities laws.
Cautionary Note to United States
Investors Concerning Estimates of measured, indicated and inferred
mineral resources
This news release may use the terms "measured",
"indicated" and "inferred" mineral resources. United States
investors are advised that while such terms are recognized and
required by Canadian regulations, the United States Securities and
Exchange Commission does not recognize them. "Inferred mineral
resources" have a great amount of uncertainty as to their
existence, and as to their economic and legal feasibility. It
cannot be assumed that all or any part of an inferred mineral
resource will ever be upgraded to a higher category. Under Canadian
rules, estimates of inferred mineral resources may not form the
basis of feasibility or other economic studies. United States
investors are cautioned not to assume that all or any part of
measured or indicated mineral resources will ever be converted into
mineral reserves. United States investors are also cautioned not to
assume that all or any part of an inferred mineral resource exists
or is economically or legally mineable.
Investor contact information:
Michael StaresinicPresident and CFO(416)
943-7107mstaresinic@srhi.ca
Source: SRHI Inc.