Stratex International PLC Loan Facility & Juruena Variation Agreements (9822L)
July 25 2017 - 2:01AM
UK Regulatory
TIDMSTI
RNS Number : 9822L
Stratex International PLC
25 July 2017
Stratex International Plc / Index: AIM / Epic: STI / Sector:
Mining
Stratex International Plc
('Stratex' or 'the Company')
Stratex Enters into Loan Facility & Juruena Variation
Agreements
As part of a proposed acquisition announced on 18 May 2017,
Stratex International plc, the AIM-quoted gold exploration and
development company, announces that it has signed the following two
conditional agreements which are necessary to enable the
acquisition of Crusader Resources Limited ("Crusader") to proceed
by way of a Scheme of Arrangement under Australian law (the
"Scheme"). Both are variations to Crusader agreements, which could
have resulted in the issue of Crusader shares. Subject to the
Scheme being implemented, the variation agreements provide that
Stratex shares rather than Crusader shares would be issued.
Variation to the Crusader Loan Facility
Further to the Scheme Implementation Deed announcement of 15
June 2017, Stratex has entered into an agreement with Crusader and
Eyeon Investments Pty Ltd ("Eyeon"), pursuant to which the terms of
the existing A$1,500,000 unsecured convertible loan facility made
available by Eyeon to Crusader (the "Loan Facility") has been
amended in anticipation of the completion of the acquisition of
Crusader (the "Loan Variation").
The Loan Facility, which is fully drawn, bears an annual
interest rate of 12% and has a maturity date of 29 March 2018,
entitles Eyeon (which is controlled by Stephen Copulos, a director
and major shareholder of Crusader) to convert all or part of the
loan facility into Crusader shares at a pre-determined price equal
to the lower of $0.13 per share and the terms offered by Crusader
at the most recent capital raising prior to the conversion date, at
any time up to 10 days prior to the maturity date. The Loan
Facility carries an establishment fee to be satisfied by the issue
of 750,000 Crusader shares. The Loan Variation is conditional, and
will take effect, upon the Scheme having been implemented (which,
in turn, is conditional upon, inter alia, the approval of Stratex
shareholders).
The Loan Variation provides for Stratex to assume all of
Crusader's outstanding obligations, including the obligation to
issue shares in the capital of Stratex, in lieu of Crusader shares.
Accordingly, and assuming shareholders approve the proposed 20 for
1 share consolidation (refer to the announcement of 15 June 2017),
the conversion price of the loan has been adjusted to the lower of
26.6 pence per Stratex ordinary share of 20 pence each ("Ordinary
Share") or the issue price of the most recent capital raising
undertaken by Stratex prior to the conversion date(1) . The number
of Stratex Ordinary Shares to be issued in consideration of the
establishment fee has been adjusted to 247,500(1) .
Variation to the Crusader agreement to acquire the Juruena Gold
Project (the "Juruena Variation Agreement")
The Company has also entered into an agreement, inter alia, with
Sandy Lake Gold Inc. (formerly Lago Dourado Minerals Ltd) (the
"Seller") and Sunny Skies Investments Limited, pursuant to which
the terms of the existing Juruena Gold Project sale and purchase
agreement (the "Juruena SPA") are to be varied. This variation is
also a condition to the implementation of the Scheme. The Juruena
Variation Agreement is conditional, and will take effect, upon the
Scheme being implemented.
Pursuant to the Juruena SPA, Crusader has an obligation to issue
shares in the capital of Crusader as deferred consideration for the
acquisition of the Juruena Gold Project, subject to the
satisfaction of certain conditions, as follows: (i) 750,000
Crusader shares are to be issued to the Seller or its nominee upon
the definition of an estimated JORC compliant gold resource of at
least 400,000 ounces at greater than 10 g/t Au in the indicated
category; and (ii) 750,000 Crusader shares are to be issued to the
Seller or its nominee upon gold production at an annual rate of at
least 20,000 ounces over a 90 day period, in each case from the
mineral rights and within 5 years of completion of the Juruena
SPA.
Upon the Juruena Variation Agreement becoming effective, the
foregoing obligations to pay the deferred consideration shall be
assumed by Stratex and varied, such that 247,500 Ordinary Shares
are to be issued by Stratex upon the satisfaction of the condition
specified in (i) above and a further 247,500 Ordinary Shares are to
be issued by Stratex upon the satisfaction of the condition
specified in (ii) above(1) .
(1) Pursuant to the proposed 20 to 1 share consolidation
detailed in the announcement of 15 June 2017, which will be subject
to shareholder approval at a general meeting to be convened, the
Loan Facility conversion price, the number of Ordinary Shares to be
issued to satisfy the Loan Facility establishment fee and the
number of Ordinary Shares to be issued to satisfy the Juruena
Variation Agreement deferred consideration are stated on a
post-consolidation basis.
* * ENDS * *
For further information please visit
www.stratexinternational.com, email info@stratexplc.com, or
contact:
Stratex International Tel: +44 (0)20 7830 9650
Plc
Marcus Engelbrecht / Claire Bay
Grant Thornton UK LLP Tel: +44 (0)20 7383 5100
Philip Secrett / Samantha Harrison / Daniel Bush
Hannam & Partners Tel: +44 (0)20 7907 8500
Neil Passmore/ Andrew
Chubb
Camarco Tel: +44 (0)20 3757 4980
Gordon Poole / Nick Hennis
Notes to Editors:
Since listing in 2006, Stratex has discovered more than 2.2
million ounces of gold and 7.09 million ounces of silver, as well
as 186,000 tonnes of copper. The Company owns 15% of a copper-gold
project at feasibility stage and an exciting exploration project in
Senegal. The Company also has significant interests in Goldstone
Resources Ltd, Thani Stratex Resources Ltd and Tembo Gold Corp. for
their exploration projects in Ghana, Djibouti and Egypt, and
Tanzania respectively.
The information contained within this announcement is deemed to
constitute inside information as stipulated under the Market Abuse
Regulations (EU) No. 596/2014.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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