Feronia Inc. Announces Closing of US$19.3 Million Private Placement and Related Debt Settlement
May 31 2019 - 4:15PM
Feronia Inc. (“Feronia” or the “Company”) (TSX-V: FRN) is pleased
to announce that it has completed its previously announced private
placement (the “Private Placement”) for US$19.3 million of common
shares in the capital of the Company (“Common Shares”) issued to
existing shareholders Straight KKM 2 Limited ("KKM"), CDC Group plc
(“CDC”) and Golden Oil Holdings Limited (“GOHL”) at an issuance
price of CAD$0.075 per share.
Based on a fixed exchange rate of
CAD$1.344:US$1.00 as set out in the applicable subscription
agreements, the Company issued an aggregate of 346,062,202 Common
Shares pursuant to the Private Placement, including 202,702,203
Common Shares issued in settlement of outstanding short term debt
provided by KKM and CDC in the aggregate amount of approximately
US$11.3 million (the “Debt Settlement”). The balance of the cash
proceeds from the Private Placement shall be used for working
capital purposes and to complete the construction of a new palm oil
mill at Lokumete, which is expected to be completed at a remaining
cost of approximately US$11 million by early 2020.
The Common Shares were issued in reliance on
certain prospectus exemptions available under applicable securities
legislation and are subject to a hold period of four months and one
day in accordance with applicable securities legislation and the
requirements of the TSX Venture Exchange. Following completion of
the Private Placement, Feronia has 829,778,671 Common Shares issued
and outstanding.
Pursuant to Multilateral Instrument 61-101 – Protection of Minority
Security Holders in Special Transactions (“MI 61-101”), the Private
Placement and Debt Settlement each constitutes a “related party
transaction” as the participants in the transactions are insiders
of the Company. The Company is relying on exemptions from the
formal valuation and minority approval requirements contained in MI
61-101.
For further information please
contact:
Xavier de CarniereChief Executive
Officer, Feronia Inc.44 (0)7468 697
658xavier.decarniere@feronia.comwww.feronia.com |
Paul DulieuDirector of
Communications and Corporate Development, Feronia Inc.44 (0)7554
521421paul.dulieu@feronia.comwww.feronia.com |
About Feronia Inc.
- Feronia is an agribusiness operating in the Democratic Republic
of the Congo (DRC).
- At the heart of Feronia lies a long established palm oil
business, Plantations et Huileries du Congo (PHC), which has three
remotely located plantations; Lokutu, Yaligimba and Boteka.
- When Feronia acquired its palm oil business from Unilever in
2009, it had suffered from years of underinvestment and
considerable disruption caused by conflict in the DRC. Our initial
focus has been on rebuilding the business and resuming production
to secure its future and the livelihoods of the thousands of people
we directly employ.
- Feronia’s plantations produce crude palm oil (CPO) and palm
kernel oil (PKO). CPO is part of the staple and traditional diet of
the Congolese and, with our products sold locally in the DRC, we
are well placed to help decrease reliance on imports and increase
food security and quality.
- Feronia prides itself on being the guardian of our 108 year-old
palm oil business and its employees, communities, and environment.
We have a long term commitment to improve the living and working
environment of our employees and their communities and are
committed to sustainable agriculture, environmental protection and
community inclusion. Feronia has in place an Environmental and
Social Action Plan which is focused on implementing environmental
and social best practice and improving social infrastructure.
- Feronia is implementing IFC/World Bank standards for
environmental and social sustainability. Our oil palm replanting
programme is brownfield in nature – replacing old palms with new –
and it has no reliance on deforestation.
- Feronia’s management team has extensive experience in managing
both plantations and farming operations in emerging markets.
- For more information please see www.feronia.com
Cautionary Notes
Except for statements of historical fact
contained herein, the information in this press release constitutes
“forward-looking information” within the meaning of Canadian
securities law. Such forward-looking information may be identified
by words such as “anticipates”, “plans”, “proposes”, “estimates”,
“intends”, “expects”, “believes”, “may” and “will”. There can be no
assurance that such statements will prove to be accurate; actual
results and future events could differ materially from such
statements. Factors that could cause actual results to differ
materially include, among others: risks related to foreign
operations (including various political, economic and other risks
and uncertainties), the interpretation and implementation of the
“Loi Portant Principes Fondamentaux Relatifs A L’Agriculture”,
termination or non-renewal of concession rights or expropriation of
property rights, political instability and bureaucracy, limited
operating history, lack of profitability, lack of infrastructure in
the DRC, high inflation rates, limited availability of debt
financing in the DRC, fluctuations in currency exchange rates,
competition from other businesses, reliance on various factors
(including local labour, importation of machinery and other key
items and business relationships), the Company’s reliance on one
major customer, lower productivity at the Company’s plantations and
arable farming operations, risks related to the agricultural
industry (including adverse weather conditions, shifting weather
patterns, and crop failure due to infestations), a shift in
commodity trends and demands, vulnerability to fluctuations in the
world market, the lack of availability of qualified management
personnel and stock market volatility. Details of the risk factors
relating to Feronia and its business are discussed under the
heading “Risks and Uncertainties” in Feronia’s Management’s
discussion and Analysis for the year ended December 31, 2018, a
copy of which is available on the Company’s SEDAR profile at
www.sedar.com. Most of these factors are outside the control
of the Company. Investors are cautioned not to put undue reliance
on forward-looking information. Except as otherwise required by
applicable securities statutes or regulation, the Company expressly
disclaims any intent or obligation to update publicly
forward-looking information, whether as a result of new
information, future events or otherwise.
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 release.
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