- US$10 Million Private Placement at US$0.45
-
- US$35 Million Bridge Loan Facility
-
- Gold and Lead Offtake Agreements Executed
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Aldridge Minerals Inc. (TSX Venture:AGM) (“Aldridge” or the
“Company”) is pleased to announce that it has closed its previously
announced financing with Orion Fund JV Limited, an affiliate of the
Orion Mine Finance funds (“Orion”), in connection with a US$10
million equity private placement which includes participation by
the Company’s two largest shareholders (the “Private Placement”)
and a US$35 million bridge loan facility (the “Loan”). Aldridge has
also entered into lead concentrate and gold offtake agreements with
an Orion affiliate (the “Offtakes”). The Private Placement, Loan
and Offtake transactions are collectively referred to as the
Transactions.
US$10 Million Private Placement
Orion has purchased 11,660,611 common shares of Aldridge
(“Common Shares”) through a non-brokered private placement for
gross proceeds of US$5,247,275, representing a purchase price of
US$0.45 per Common Share or approximately CDN$0.50 per Common
Share, which is a 72% premium to the closing price of the Common
Shares on the TSX Venture Exchange (the “Exchange”) on August 28,
2014, the date prior to the announcement of the Transactions.
The Company’s two largest shareholders, ANT Holding Anonim Sti.
(“ANT”) and APMS Investment Fund Ltd. (formerly Mavi Investment
Fund Ltd.) (“APMS”), participated in the Private Placement to
maintain their present 30.1% and 17.4% ownership positions,
respectively. ANT purchased 6,696,732 Common Shares at a price of
US$0.45 per Common Share for gross proceeds of US$3,013,529. APMS
purchased 3,864,879 Common Shares at a price of US$0.45 per Common
Share for gross proceeds of US$1,739,195. In recognition of
investing at a substantial premium to the market price of the
Common Shares, ANT and APMS received one Common Share purchase
warrant (each, a “Warrant”) for each Common Share purchased through
the Private Placement. Each Warrant entitles the holder to acquire
one Common Share at a price of US$1.00 for a period of two years
from September 25, 2014. The Common Shares and the Warrants, and
the Common Shares issuable on exercise of the Warrants, will be
subject to a four-month hold period from September 25, 2014 under
applicable securities laws.
In connection with the Private Placement, Orion, which now owns
approximately 10.9% of the outstanding Common Shares, was granted
the right to nominate one individual for election to the Board of
Directors of the Company for 24 months following September 25, 2014
and thereafter for such time as Orion owns at least 10% of the
outstanding Common Shares, subject to certain adjustments.
Aldridge is pleased to announce that the initial Orion nominee,
Douglas Silver, has been appointed to the Board of Directors
effective immediately.
Mr. Silver is a highly regarded mining and investment executive
with more than 30 years of experience in the international mining
industry. He is currently a portfolio manager of Orion and a
director of Stornoway Diamond Corporation and Oracle Mining Corp.
Mr. Silver was the founder, CEO and Chairman of International
Royalty Corporation, one of the largest publicly-traded mining
royalty companies, until its sale to Royal Gold Inc. in 2010. Mr.
Silver has a BA in Geology from the University of Vermont and a
Masters in Economic Geology from the University of Arizona.
Mr. Barry Hildred, Chairman of the Board of Aldridge, stated:
“On behalf of my fellow directors, I am pleased that Douglas has
joined the Aldridge Board following the successful completion of
the Transactions. We look forward to benefiting from Douglas’
extensive experience in the mining business as we progress through
the land acquisition, detailed engineering, project construction,
commissioning and operations at Yenipazar.”
In order to facilitate the Transactions, Mr. John Cook has
agreed to resign from the Board of Directors effective immediately.
Mr. Hildred added: “I wish to extend my personal appreciation to
John for his many contributions to Aldridge over the past three
years. Most recently, John was instrumental in achieving the
positive Yenipazar Optimization Study results we announced earlier
this year and we look forward to continuing to benefit from John’s
technical expertise in his new role with Aldridge as Technical
Advisor to the CEO.”
US$35 Million Loan
The Company also announced that it has obtained an initial
advance of US$10 million under the Loan. The proceeds from advances
under the Loan, together with the net proceeds of the Private
Placement, will be used to fund the Yenipazar land acquisition,
advance basic and detailed engineering and for general working
capital purposes through to project financing.
Loan Highlights:
- Principal amount of US$35 million.
- The maturity date is August 29,
2016.
- Interest is 9% per annum plus the
greater of 3 month USD LIBOR and 1%. Interest will accrue over the
term of the Loan and will be capitalized monthly.
- Early repayment of the Loan may occur
at any time without charges (other than customary breakage
costs).
- The Loan is not subject to any
structuring or arrangement fees.
- Orion has a first priority security
interest in all of the material assets of the Company and Aldridge
Mineral Madencilik Limited Şirketi. Such security will be released
following full repayment of the Loan plus all accrued
interest.
Lead Concentrate and Gold Offtakes
Aldridge and Orion, together with Aldridge’s wholly-owned
subsidiary Aldridge Mineral Madencilik Limited Şirketi (“Aldridge
Turkey”), have also entered into definitive Offtakes. Under the
Offtakes, Aldridge Turkey has agreed to sell and Orion has agreed
to purchase on a take-or-pay basis certain lead concentrate and
gold expected to be produced at the Company’s Yenipazar Project.
Aldridge Turkey will sell 50% of the gold produced over the first
ten years of the mine plan at Yenipazar, subject to minimum total
deliveries of 237,089 ounces of gold. Aldridge Turkey will also
sell 5,000 dry metric tonnes of lead concentrate per annum to Orion
over the first ten years of the mine plan at Yenipazar,
corresponding to approximately 20% of the total lead concentrate
volume, subject to minimum total deliveries of 50,000 dry metric
tonnes of lead concentrate. The payment price for both the lead
concentrate and the gold will be determined in the context of the
market at the time of delivery, subject to certain quotational
periods. The Offtakes underscore Orion’s confidence in the Project
and will assist Aldridge in demonstrating bankable revenue streams
to prospective project lenders.
Regulatory
The securities being offered have not been, nor will they be
registered under the United States Securities Act of 1933, as
amended, or state securities laws and may not be offered or sold
within the United States or to, or for the account or benefit of,
U.S. persons absent U.S. federal and state registration or an
applicable exemption from the U.S. registration requirements. This
release does not constitute an offer for sale of securities in the
United States.
About Aldridge
Aldridge is a development stage mining company focused on its
wholly owned Yenipazar polymetallic VMS Project (Au, Ag, Cu, Pb,
Zn) in Turkey (the “Project”), a country that is committed to
developing its natural resources. Aldridge completed the Yenipazar
Optimization Study and filed the related NI 43-101 compliant
technical report in May 2014, which updated the original May 2013
Feasibility Study. The Company is currently advancing the Project
on key aspects including permitting, design, land acquisition and
project financing.
Caution Regarding Forward-Looking Information
This news release includes certain forward-looking statements
within the meaning of Canadian securities laws, including, but are
not limited to, the ability to meet the conditions under the Loan
to obtain future advances under the Loan, the ability to accomplish
remaining milestones, land acquisitions, securing project financing
in 2015, advancing the Yenipazar Project to production, economic
performance, future plans and objectives of the Company.
Forward-looking statements involve risks, uncertainties and
other factors that could cause actual results, performance,
prospects and opportunities to differ materially from those
expressed in such forward-looking statements. Such risks,
uncertainties and factors including meeting conditions for advances
under the Loan and the other factors discussed under the heading
“Risk Factors” in the Company’s Management’s Discussion and
Analysis for the year ended December 31, 2013 and in other
continuous disclosure filings made by the Company with Canadian
securities regulatory authorities and available at www.sedar.com.
Any number of important factors could cause actual results to
differ materially from these forward-looking statements as well as
future results.
Forward-looking information is based on a number of factors and
assumptions which have been used to develop such information but
which may prove to be incorrect, including, but not limited to,
assumptions in connection with the continuance of Aldridge and its
subsidiaries as a going concern, general economic and market
conditions, mineral prices, the accuracy of mineral resource
estimates. Although Aldridge believes that the assumptions and
factors used in making the forward-looking statements are
reasonable, undue reliance should not be placed on these
statements, which only apply as of the date of this news release,
and no assurance can be given that such events will occur in the
disclosed time frames or at all. Aldridge disclaims any intention
or obligation to update or revise any forward-looking statement,
whether as a result of new information, future events or otherwise
unless required by law.
Neither the 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 news release.
Aldridge Minerals Inc.Han Ilhan, 416-477-6988President
& CEOorDavid Carew, 416-477-6984Director of Corporate
Development & Corporate Secretary
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