TIDMPDZ
RNS Number : 2495K
Prairie Mining Limited
06 July 2017
PRAIRIE MINING LIMITED
NEWS RELEASE | 6 July 2017
FINAL TERMS AGREED FOR CD CAPITAL ADDITIONAL FUNDING
-- Prairie and CD Capital agree final terms for a further
investment of US$2.0m in the form of non-redeemable, non-interest
bearing Convertible Loan Notes
-- Funding increased to accelerate the redevelopment of
Prairie's Debiensko Hard Coking Coal Project and advance
pre-construction engineering works at its Jan Karski Mine
-- Subject to Shareholder approval, Notes issued by way of a
private placement by PDZ Holdings Limited which will be convertible
into ordinary shares of Prairie at A$0.46 (28 pence) per share
(same price as the recent Institutional Placement) and will be
subject to a lock up period during which time CD Capital may not
convert the Notes prior to 1 April 2018
-- Based on the current share capital, conversion of all of CD
Capital's Notes and exercise of CD Capital's options would result
in approximately a 30% shareholding in Prairie
Prairie Mining Limited ("Prairie" or "Company") is pleased to
announce that it has finalised terms for the previously announced
additional investment from its cornerstone investor CD Capital
Natural Resources Fund III LP ("CD Capital"), subject to
shareholder approval.
The investment will take the form of a private placement of
non-redeemable, non-interest bearing convertible loan notes
("Notes") for an aggregate principal amount of US$2.0 million
upsized from the previously announced A$2.0m. The Notes can be
exchanged into ordinary shares of the Company at A$0.46 per share
representing the price of the share placement to a number of high
quality UK institutional investors completed in April 2017
("Institutional Placement"). The Notes are subject to a nine month
lock up period whereby they are convertible after 1 April 2018.
The proceeds from CD Capital's investment, combined with the net
proceeds from the Institutional Placement, will enable Prairie to
further accelerate the development of its Debiensko Hard Coking
Coal Project and advance pre-construction engineering works at its
Jan Karski Mine. Prairie and CD Capital will continue working
together in partnership to de-risk and enhance the significant
value of Prairie's world class coking coal assets as they progress
rapidly through the next stages of project development.
Prairie's CEO Ben Stoikovich commented: "CD Capital's additional
investment in Prairie reaffirms the global significance of our Tier
One coking coal assets in Poland. We are delighted with the
continued support from our cornerstone investor who shares
Prairie's vision to become Europe's next strategic coking coal
supplier."
The issue of the Notes are subject to shareholder approval and
the Company expects to lodge a Notice of Meeting in the coming
weeks.
For further information, please contact:
Prairie Mining Limited Tel: +44 207 478
3900
Ben Stoikovich, Chief Email: info@pdz.com.au
Executive Officer
Sapan Ghai, Head of
Corporate Development
ABOUT CD CAPITAL
CD Capital is an established and UK FCA registered fund manager
with a specific focus on the mining sector. The strong experienced
team of CD Capital currently manages three private equity
investment funds with assets under management of over US$600
million. This investment is by the group's latest fund - CD Capital
Natural Resources Fund III LP. As evident from the quality of this
investment, CD Capital continues to achieve its mandate of
partnering with leading mining entrepreneurs and strongly-aligned
management teams to build world class mining projects from the
highest quality pipeline.
KEY COMMERCIAL TERMS OF THE INVESTMENT BY CD CAPITAL
-- Subject to shareholder approval and other standard conditions
precedent, an initial placement by PDZ Holdings (a 100% owned
Subsidiary of the Company) to CD Capital of US$2 million (A$2.6
million) of Notes. These Notes are convertible into ordinary shares
of Prairie at an issue price of A$0.46 per share. Key terms of the
Notes include the following:
-- The Notes are non-interest bearing;
-- The Notes are only repayable in an event of breach of the terms Note agreements;
-- The Notes cannot be converted until after 1 April 2018 by either party;
-- Prairie has the right, whilst no Event of Default exists, to
convert all or part of the outstanding principal amount of the
Notes into shares at the conversion price of $0.46 per share:
o in the event of an unconditional takeover of the Company
(acquisition of a relevant interest in at least 50% of Prairie
shares pursuant to a takeover bid or by an Australian court
approving a merger by way of a scheme of arrangement); or
o at any time after 1 April 2018 provided that the 30 day volume
weighted average price ("VWAP") of Prairie's shares exceeds the
conversion price of A$0.46 per share.
-- The Notes do not provide CD Capital with any right to
participate in any new issues of securities.
-- CD Capital has the right to convert all or part of the
outstanding principal amount of the Notes into shares at the
conversion price of $0.46 per share provided that:
o The original convertible notes issued to CD Capital in 2015
("Loan Notes 1") have been converted into Prairie shares (refer to
ASX Announcement dated 19 July 2015); and
o The A$0.60 CD Capital unlisted options ("CD Options") have
been exercised into Prairie shares.
-- If the Company reorganises its capital structure, such as by
subdividing or consolidating the number of its shares, conducts a
pro-rata offer to existing shareholders or distributes assets or
securities to Shareholders, then the conversion price of $0.46 of
the Notes will be adjusted so that the number of Prairie shares
received by CD Capital on conversion of the Notes is the same as if
the Notes were converted prior to relevant event.
-- The occurrence of an Event of Default entitles CD Capital to
declare the principal amount of the Notes immediately due and
payable and exercise any other rights or remedies (including
bringing proceedings) against the Company.
-- Each of the following events is an "Event of Default" in relation to the Convertible Note:
-- If any representation or warranty made by Prairie is false or
misleading which is reasonably likely to be a Material Adverse
Effect, and if such breach is capable of remedy, it is not remedied
within 45 days;
-- If the Company breaches a covenant or condition of the Notes
or associated agreements which is a Material Adverse Effect, and if
such breach is capable of remedy, it is not remedied within 45
days;
-- An Insolvency Event occurs (i.e. winding up) in relation to the Group;
-- If the Group ceases to carry on a business; or
-- If the Group does not maintain the listing and trading of its
shares on at least one of the ASX, LSE or WSE.
-- CD Capital may assign, transfer or encumber in whole or in
part (in amounts of at least A$1 million) its rights under the
Notes to any third party by giving written notice to Prairie
provided the third party has provided a deed of assumption.
Assignment of the Notes will not result in the assignment of the
rights and obligations under the subscription agreement or
investment agreement from the previous convertible notes issued to
CD Capital in 2015.
-- A Material Adverse Effect means a material adverse effect on:
-- the Company or PDZ Holding's ability to perform any of their
obligations under the Notes, the and all other documents to be
executed and delivered by CD Capital to PDZ Holdings or the Group
("Transaction document");
-- the validity or enforceability of a Transaction Document; or
-- the assets, business, condition (financial or otherwise),
prospects or operations of the Group.
-- An Insolvency Event in relation to the Group means:
-- An order being made, or the Group passing a resolution, for its winding up.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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