22 March 2018
AMUR MINERALS CORPORATION
(AIM: AMC)
Loan restructuring and further advance
Amur Minerals Corporation ("Amur" or the "Company"), a nickel-copper sulphide mineral exploration and resource development company focused on the far east of Russia, is pleased to announce that it has extended the maturity date on the convertible loan facility (the "Convertible Loan") entered into with Riverfort Global Opportunities PCC Limited and YA II PN Ltd (the "Investors") on 13 February 2018, in an investment consortium arranged by RiverFort Global Capital Ltd., and undertaken a further advance.
Highlights:
· The Convertible Loan of up to US$10 million (of which US$1.2 million has been drawn down and remains outstanding) will have its maturity date extended to 20 March 2020.
· A further advance of US$500,000 (net of an implementation fee which will also be drawn down and immediately paid to the Investors) will be immediately drawn down by the Company.
· In conjunction with the extension of the maturity date and the further advance, the Investors will be issued with 10,902,956 warrants to subscribe for shares in the Company at an exercise price of 3.76 pence per share, representing a premium of approximately 25% to the closing mid-market price on 21 March 2019. The warrants will be exercisable for a period of three years.
Restructure and Further Advance
Under the restructured Convertible Loan the maturity date of the US$1.2 million still remaining will be extended to 20 March 2020. A further advance of US$500,000 (net of an implementation fee which will also be drawn down and immediately paid to the Investors) will be made to the Company with a maturity date of 20 March 2020. In addition to this, the Company will issue the Investors with 10,902,956 warrants with an exercise price of 3.76 pence.
Use of Funds
The net proceeds of the further advance will be used by the Company to progress the development of the Company's Kun-Manie project including:
1. Updating the resource statement and reserve inventory for subsequent development of a longer life optimised production schedule
2. Updating the current economic model and the Pre-Feasibility Study ("PFS") where appropriate by inclusion of any newly acquired technical data, cost information and additional metallurgical test work
3. General and administrative requirements
Robin Young, CEO of Amur Minerals Corporation, commented:
"The convertible loan has allowed Amur to complete its PFS, which was a major milestone for the Company, as well as undertake a significant drill programme, carried out in the 2018 drilling season. This drill programme produced significant results, including the potential to materially increase the Company's resources and reserve inventory. Expansion of the resource and reserve will enhance the reported PFS results through an expansion of the mine life and optimisation of the production schedule.
"Following this loan reorganisation and the further advance of US$500,000, the Company is in a strong position to continue development and implementation of its Asia centric strategic plan outlined in November of last year. As the Company advances its focus in Asia and more aggressively progresses its detailed strategy for advancement of the Kun-Manie nickel sulphide project, we anticipate delivery of further value to shareholders. The continued support of Riverfort Global Capital LTD will assist us in achievement of our continued development in conjunction with the anticipated growth along-side the expanding Electric Vehicle market.
"I look forward to providing a more in depth perspective of the strategic partnering plan in the very near future."
Overview of the Loan and Warrant Agreements
The Investors will extend the maturity on the outstanding US$1.2 million of the 12 month Convertible Loan entered into on 13 February 2018 to 11 April 2020. Additionally, the Investors will provide a further advance of US$500,000 (net of an implementation fee which will also be drawn down and immediately paid to the Investors) which will be drawn tomorrow.
Under the restructured Convertible Loan the outstanding US$1.2 million is repayable in 12 monthly installments, at 110 per cent of the principal portion of the repayment and its accrued interest, (to the extent not having been converted into new ordinary shares) with the first repayment in respect of the initial advance becoming due on 20 March 2020.
The further advance of US$500,000 (net of an implementation fee which will also be drawn down and immediately paid to the Investors) is repayable in 12 monthly installments, at 110 per cent of the principal portion of the repayment and its accrued interest, (to the extent not having been converted into new ordinary shares) with the first repayment in respect of the initial advance becoming due on 20 March 2020.
As well as the net amount of the advance, the Company is also drawing down the amount of the implementation fee payable in respect of the new drawdown and extending the maturity date of the original facility, which will be immediately paid to the Investors. Such sum, together with a brokerage commission payable to SP Angel Corporate Finance LLP in respect of the transaction amounts to US$147,000.
If the Company elects not to make a repayment of an installment, the Investors can elect to convert the installment into new ordinary shares in the Company at any time after the date the installment was due. The Investors shall not convert more than 50 per cent of the original principal amount of an advance in any three month period without consent of the Company.
A Reference Price ("Reference Price") will be calculated equal to the average VWAP of the 20 trading days immediately prior to the date of the further advance. Where the Company has elected not to repay an installment and the Investors have elected to convert, the conversion price will be the lower of 130 per cent of the Reference Price (the "Fixed Conversion Price"), and 90 per cent of the lowest daily VWAP over the five trading days immediately prior to conversion. The Investors shall have the right to convert each advance at any time at the Fixed Conversion Price.
Warrants over 10,902,956 new ordinary shares at an exercise price of 3.76 pence will be issued to the Investors. The warrants will be exercisable for a period of three years.
At no time during the term of the Convertible Loan or the warrant agreement will the Investors be able to convert to new ordinary shares or exercise warrants if doing so would result in the Investors having an interest in the issued ordinary share capital of the Company greater than 24.9 per cent in aggregate.
The Company, at its option, shall have the right to redeem the outstanding amount of an advance, in full or in part, at any time prior to the 12 month anniversary of the advance, provided that as of the date of the redemption notice the VWAP has been less than the Fixed Conversion Price for the previous five trading days. Amur shall pay an amount equal to 110 per cent of the principal portion of the amount being redeemed, together with all accrued and unpaid interest.
Market Abuse Regulation (MAR) Disclosure
Certain information contained in this announcement would have been deemed inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 until the release of this announcement.
Enquiries:
Company Amur Minerals Corp. |
Nomad and Broker S.P. Angel Corporate Finance LLP |
Public Relations Blytheweigh |
Robin Young CEO |
Lindsay Mair Soltan Tagiev |
Megan Ray Tim Blythe |
+7(4212)755615 |
+44(0)2034 700 470 |
+44(0)02 7138 3203 |
For additional information, visit the Company's website, www.amurminerals.com.
