TIDMXTR
RNS Number : 7267B
Xtract Resources plc
05 April 2017
For immediate release
5 April 2017
Xtract Resources Plc
Reorganisation of Loan Agreement and Issue of Equity
Total Voting Rights
The Board of Xtract Resources Plc ("Xtract" or the "Company") is
pleased to announce that it has today entered into an agreement
(the "Supplemental Agreement") with YA II EQ, Ltd. (the "Investor")
which is supplemental to the SEDA-backed loan note agreement dated
12 December 2013 ("Loan Agreement").
Colin Bird, Executive Chairman, said:
"We are pleased to have completed, after detailed negotiation,
this reorganisation relating to some US$1.51 million owing to the
Investor which is the only remaining arrangement in place with the
Investor. The agreement provides a more manageable arrangement
going forward in settling the outstanding debt and allows the
Company the opportunity of further focus on it restoring
shareholder value through its Manica Asset."
Background
As previously announced on 24 October 2016, the Company and the
Investor agreed to schedule outstanding payments (before interest)
due under the Loan Agreement at a rate of US$0.10 million per month
in 2016 and US$0.21 million per month in 2017, with the final
repayment by the Company due on 1 August 2017.
Under the Loan Agreement, a total amount of US$1.51 million of
principal, plus accrued and unpaid interest, remains
outstanding.
Supplemental Agreement
The Company and the Investor have today agreed to modify the
Loan Agreement and the repayment schedules in respect of the
amounts outstanding.
Following the execution of the Supplemental Agreement, the
Company shall make a cash payment to the Investor in the amount of
US$0.12 million. The Company shall be discharged of its obligation
to repay US$0.35 million of the amount outstanding under the Loan
Agreement by the issuance and allotment to the Investor of
1,513,513,514 new ordinary shares (the "Repayment Shares") as
determined by converting US$0.35 million into GBP at the relevant
exchange rate at a share price of 0.0185p per ordinary share, being
the same share price to the last placing as announced in February
2017.
Outstanding Balance
The outstanding balance owed under the Loan Agreement, after
taking the above repayments into account, will amount to US$1.04
million (the "Balance").
In respect of US$0.52 million of the Balance, the Company shall
make 9 monthly cash payments of principal and interest in
accordance with new repayment schedule beginning on 1 July 2017 at
a rate US$0.06 million per month for 2017, and on average US$0.06
million per month for 2018, and ending on 1 March 2018.
In respect of the remaining US$0.52 million of the Balance, the
Company shall pay such amount on 1 April 2018, plus any accrued and
unpaid interest thereon, to the extent that any such amount has not
been previously discharged through conversion into new ordinary
shares of the Company as described further below.
Conversion rights
The Investor may at any time from the date of execution of the
Supplemental Agreement until 1 April 2018, convert all or any of
the amount then outstanding under the Loan Agreement into new fully
paid Xtract ordinary shares ("Conversion Shares") at a conversion
price equal to a 15% discount to the average volume weighted
average price of Xtract ordinary shares ("VWAP") during the 10
business days prior to the conversion date subject to a floor price
of 0.012p per ordinary share, being the same floor price as
included in the arrangements as announced on 9 February 2017.
Following execution of the Supplemental Agreement, a fee of
US$0.14 million is payable to the Investor. A total US$0.07 million
of the total fee is to be satisfied by the issue of 313,513,514 new
ordinary shares (the "Fee Shares") at an issue price equal to
0.0185p per ordinary share. The Fee Shares will rank pari passu
with the existing Xtract ordinary shares and application will be
made for the Fee Shares to be admitted to trading on AIM.
The remaining US$0.07 million shall be payable on 31 December
2017 either in cash or, at the option of the Company, shall be
discharged by the issuance of new ordinary shares at a price equal
to 5% VWAP on the last trading day immediately prior to the date
such shares are issued.
The Company has also agreed to amend the subscription price of
all outstanding warrants held by the Investor to 0.02p per warrant
held.
Related Party Transaction
The Investor is an affiliate of YA II PN, Ltd (formerly known as
YA Global Master SPV, Ltd.) ("YAPN"). While YAPN has currently no
interest in the existing issued share capital of the Company, as
previously announced on 3 November 2016, YAPN was then interested
in 19.14 per cent. of the existing issued share capital of the
Company. As YAPN has therefore been interested in more than 10 per
cent. of the issued share capital of the Company within the last 12
months, and as YAPN is affiliated with the Investor, the amendments
to the Loan Agreement, including the issue of the Repayment Shares
and Fee Shares, conversion rights and amended warrant terms
("Modified Loan Agreement") is a related party transaction pursuant
to the AIM Rules. Accordingly, the Directors of the Company
consider, having consulted with the Company's Nominated Adviser,
that the terms of the Modified Loan Agreement are fair and
reasonable insofar as shareholders are concerned.
Admission of Repayment Shares and Fee Shares
Application will be made by the Company for admission to trading
on AIM in respect of the 1,513,513,514 Repayment Shares, and the
313,513,514 Fee Shares, which will rank pari passu with all
existing ordinary shares ("Admission"), with Admission expected to
occur on or around 12 April 2017.
On Admission, the Company will have 34,461,242,980, Ordinary
Shares in issue with voting rights. Xtract does not currently hold
any shares in treasury. Accordingly, this figure of 34,461,242,980
Ordinary Shares may be used by shareholders in the Company as the
denominator for the calculations by which they will determine if
they are required to notify their interest in, or a change in their
interest in, the share capital of the Company under the FCA's
Disclosure Guidance and Transparency Rules.
This announcement contains inside information for the purposes
of Article 7 of EU Regulation No. 596/2014 on market abuse.
Enquiries:
Xtract Resources Colin Bird, Executive +44 (0)203 416
Plc Chairman 6471
Michael Cornish +44 (0)207 628
Beaumont Cornish Felicity Geidt 3369
Email: corpfin@b-cornish.co.uk
+44 (0)207 382
Beaufort Securities Jon Belliss 8300
ENDS
This information is provided by RNS
The company news service from the London Stock Exchange
END
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