- US$10 Million Private Placement at US$0.45
-- US$35 Million Bridge Loan Facility -- Gold and
Lead Offtake Agreements Executed -
Aldridge Minerals Inc. (TSX Venture:AGM) (“Aldridge” or the
“Company”) is pleased to announce that it has executed definitive
agreements 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”), which are conditional upon
Aldridge receiving funding from Orion under the Private Placement
and the Loan. Closing of the Private Placement (the “Closing Date”)
and the initial advance under the Loan are expected to occur in
September 2014. The Private Placement, Loan and Offtakes are
collectively referred to as the Transaction.
Han Ilhan, President & CEO of Aldridge, commented: “The
Transaction is a major achievement for Aldridge and represents a
key step towards financing the development and construction of our
Yenipazar Project in central Turkey. The Private Placement and the
Loan should enable the Company to complete the land acquisition at
Yenipazar while advancing basic and detailed engineering for the
Project. The accomplishment of these remaining milestones is key to
realizing our objective of securing project financing for Yenipazar
in 2015. We believe that this Transaction demonstrates the
confidence shown in the Yenipazar Project, the Company’s management
and its Board by one of world’s preeminent resource-focused
investment funds. We look forward to a long term relationship with
Orion while we continue to advance the Project to production.”
US$10 Million Private PlacementOn the Closing Date, Orion
will purchase 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$0.49 per Common Share, which
is a 69% premium to the closing price of the Common Shares on the
TSX Venture Exchange (the “Exchange”) on August 28, 2014.
The Company’s two largest shareholders, ANT Holding Anonim Sti.
(“ANT”) and APMS Investment Fund Ltd. (formerly Mavi Investment
Fund Ltd.) (“APMS”), will participate in the Private Placement to
maintain their present 30.1% and 17.4% ownership positions,
respectively. ANT will purchase 6,696,732 Common Shares at a price
of US$0.45 per Common Share for gross proceeds of US$3,013,529.
APMS will purchase 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 will also receive one Common Share
purchase warrant (“Warrants”) for each Common Share purchased
through the Private Placement. Each Warrant will entitle the holder
to acquire one Common Share at a price of US$1.00 for a period of
two years from the Closing Date. 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 the
Closing Date under applicable securities laws.
In connection with the Private Placement, Orion, which,
following completion of the Private Placement, will own
approximately 10.9% of the outstanding Common Shares, has been
granted the right to nominate one individual for election to the
Board of Directors of the Company for 24 months following the
Closing Date and thereafter for such time as Orion owns at least
10% of the outstanding Common Shares, subject to certain
adjustments. Subject to Exchange approval, a representative of
Orion will be appointed to the Board of Directors on the Closing
Date.
Each of Orion and APMS retain anti-dilution rights, which will
allow Orion and APMS to each proportionately participate in future
financings based on the ownership interest each holds in Aldridge
at the time of the financing. Each respective right will terminate
if, at any time on or after the second anniversary of the Closing
Date, Orion or APMS owns a number of Common Shares representing
less than 10% of the total number of Common Shares outstanding
(excluding certain outstanding Common Shares) at such time.
US$35 Million LoanThe Loan significantly strengthens
Aldridge’s balance sheet and provides financial flexibility to
complete the Company’s key corporate growth
objectives. Together with the net proceeds of the Private
Placement, the Loan 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.
- Term of 2 years following the Closing
Date.
- 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 will have 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 OfftakesAldridge and Orion,
together with Aldridge’s wholly-owned subsidiary Aldridge Mineral
Madencilik Limited Şirketi (“Aldridge Turkey”), have also entered
into definitive Offtakes which are conditional upon Aldridge
receiving funding from Orion under the Private Placement and the
Loan. 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.
RegulatorySubject to the approval of the Exchange, a
director of Aldridge will receive approximately US$332,000 in
finder’s fees in connection with securing the Private Placement
investments from ANT and APMS.
The closing of the Transaction is conditional upon customary
closing conditions, including the approval of the Exchange.
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 AldridgeAldridge 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 InformationThis news
release includes certain forward-looking statements within the
meaning of Canadian securities laws, including, but are not limited
to, the ability to close the Private Placement and meeting the
conditions under the loan agreement to draw down advances, the
ability to accomplish remaining milestones, land acquisitions,
securing project financing in 2015, advancing the 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, the fact that completion of
the Private Placement is subject to a number of customary closing
conditions, including approval of the Exchange, meeting conditions
for advances under the Loan Agreement 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, and the ability to satisfy all conditions to closing of
the Transaction. 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
Aldridge Minerals Inc. (TSXV:AGM)
Historical Stock Chart
From Mar 2024 to Apr 2024
Aldridge Minerals Inc. (TSXV:AGM)
Historical Stock Chart
From Apr 2023 to Apr 2024
