Metminco Limited Convertible Note Facility (2820B)
April 03 2017 - 1:00AM
UK Regulatory
TIDMMNC
RNS Number : 2820B
Metminco Limited
03 April 2017
ASX ANNOUNCEMENT 3 April 2017
METMINCO ANNCOUNCES A$0.75 MILLION CONVERTIBLE NOTE FOR
COLOMBIAN GOLD FEASIBILITY STUDY
Metminco Limited (Metminco or the Company) (ASX: MNC; AIM: MNC)
is pleased to announce that the Company has signed a binding term
sheet with Redfield Asset Management and Redfield Advisory
(together Redfield) in relation to a convertible note facility of
A$0.75 million (the Convertible Notes) (the Transaction). The
Convertible Notes are unsecured, unsubordinated, and are fully
underwritten by Redfield, which is a strong supporter of the
Company with an 8.62% shareholding in the Company. Lanstead Capital
LP, which has a funding facility with the Company in place, has
consented to this Convertible Notes transaction as set out in the
binding term sheet.
Use of Funds
The proceeds from the Convertible Notes will be applied toward
the Miraflores Gold Project Feasibility Study and working capital.
The Feasibility Study, which is anticipated to be completed by the
end of May 2017, is targeting annual gold production averaging
50,000 ozs/Au per annum for 9 years with estimated all in
sustaining costs of US$650 per oz (refer the Company's announcement
dated 8 September 2016).
The Miraflores Gold Project is part of the wider 100% Company
owned Quinchia Gold Portfolio which includes the Tesorito,
Dosquebradas and Chuscal gold targets, all of which have the
potential to increase targeted mine life and annual gold
production.
Key Terms of the Convertible Note
The key terms of the note are as follows:
Face Value: A$750,000
Coupon 12.5% per annum, compounded monthly interest
Rate: to be capitalised.
Conversion: No later than 12 months from date of issue
at which time the Convertible Notes and
capitalised interest automatically convert
to fully paid ordinary shares (Shares)
at the Conversion Price.
At all times, conversion must be of all
Convertible Notes and not some only.
Conversion A$0.06075.
Price
Options i) 12,345,639 exercisable at A$0.081 per
Granted: Share any time prior to 24 months from
date of issue.
ii) 12,345,639 exercisable at A$0.081
per Share any time prior to 24 months
from date of issue to be issued as soon
as the Company's available placement capacity
under ASX Listing Rule 7.1 is refreshed.
Funding: A$100,000 to be received by the Company
on 3 April 2017, and the remainder to
be received in tranches, A$100,000 on
7 April 2017, A$100,000 on 17 April 2017
and the remainder expected to be received
on 24 April 2017 but in any case no later
than 12 May 2017 subject to limited due
diligence and long form documentation.
Underwriting 4.5% of Face Value.
Fee:
Should Redfield elect, under the terms of the Convertible Notes,
to convert the principal amounts into Metminco shares at an assumed
price A$0.06075, the holdings of the Redfield would be increased
from 10,970,464 Shares (8.62%) to 23,316,143 Shares (16.71%).
This above figures assume that no other ordinary share issues
are made by Metminco and that interest on the Convertible Notes is
not capitalised. Redfield is ultimately controlled by its
directors, including Mr Ram Venkat who is also a director of
Metminco, and therefore is a "Related Party" under the AIM Rules.
Consequently, the Transaction is considered to be a Related Party
Transaction under AIM Rule 13.
With the exception of Mr Venkat, who through his position as a
director of both Redfield and Metminco is involved in the
transaction as a related party and who has absented himself from
all discussions with Redfield in relation to this Convertible Notes
facility, the Company's directors consider, having consulted with
its nominated adviser, that the terms of the transaction are fair
and reasonable insofar as its shareholders are concerned.
Mr Gaelan Bloomfield, Director of Redfield commented
"Redfield is a committed, long term investor in Metminco and
will continue to support the Company as it transitions toward
becoming a gold producer. We see further upside through nearby
targets such as Tesorito, Dosquebradas and Chuscal which have the
potential to further significantly enhance shareholder value".
Mr William Howe, Managing Director, commented
"In providing this funding Redfield has demonstrated its strong
commitment to and belief in the Company. We are grateful for
Redfields' continued support as we progress our Quinchia Gold
Portfolio toward gold production.
The Miraflores Feasibility Study is on target to be completed by
the end of May 2017 with submission of the EIA expected by the end
of the year. Currently gold production is anticipated to be early
2019".
William Howe
Managing Director
This announcement contains inside information as stipulated
under the Market Abuse Regulations (EU) no. 596/2014 ("MAR").
Metminco Limited ABN Suite 401, 6 Help Street,
43 119 759 349 Chatswood NSW, 2067
ASX Code: MNC.AX; AIM Tel: +61 (0) 2 9460 1856;
Code: MNC.L Fax: +61 (0) 2 9460 1857
www.metminco.com.au
For further information,
please contact:
METMINCO LIMITED
Phil Killen Office: +61 (0) 2
9460 1856
NOMINATED ADVISOR AND BROKER
RFC Ambrian
Australia
Will Souter / Nathan Forsyth Office: +61 (0) 2
9250 0000
United Kingdom
Charlie Cryer Office: +44 (0) 20
3440 6800
JOINT BROKER
SP Angel Corporate Finance
LLP (UK)
Ewan Leggat Office: +44 (0) 20
3470 0470
PUBLIC RELATIONS
Camarco
United Kingdom
Gordon Poole / Tom Huddart Office: + 44 (0) 20
3757 4997
----------------------------- --------------------
This information is provided by RNS
The company news service from the London Stock Exchange
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