23 March 2020
Kazera Global plc
Loan Facilities Agreement
Kazera Global plc ("Kazera Global" or "the Company"), the AIM quoted investment company who, through its stake in African Tantalum (Pty) Limited ("Aftan"), has an interest in the Tantalite Valley Mine ("TVM " or the "Mine") in Namibia, is pleased to announce that the Company has entered into definitive agreements with a consortium of investors (the "Lenders") and existing shareholders to raise, in aggregate, approximately £200,000 through short term unsecured loan facilities ("Loan Facilities").
It is intended that the proceeds from the Loan Facilities will be used for working capital purposes while the Company continues to engage with potential funders for the development of the Mine.
Highlights of the Loan Facilities:
· Total sum available under the Loan Facilities is £200,000;
· The Loan Facilities will be disbursed in five separate tranches: £40,000 on 29 May 2020, £40,000 on 30 June 2020, £40,000 on 31 July 2020, £40,000 on 28 August 2020, £40,000 on 30 September 2020;
· Participation of Kazera's Chairman, Giles Clarke and Non-Executive Director, Nick Harrison, in the Loan Facilities;
· The Company has issued a total of 66,666,666 warrants to the Lenders to subscribe for ordinary shares in the Company at a subscription price of 0.3p per share ("Subscription Price"), pro rata to the amount of each loan (the "Warrants"). The repayment date under the Loan Facilities is 29 January 2021 (the "Repayment Date") at which time the Lenders may elect to receive the outstanding balance due under the Loan Facilities in cash or by the exercise of the Warrants at the Subscription Price; and
· The Loan Facilities are subject to a fixed interest charge of £20,000, being 10 per cent. of the total sum available under the Loan Facilities, and the Lenders at their sole discretion may elect to receive the interest due in shares at the Subscription Price or in cash at the Repayment Date.
The Board believes that the draw down on the Loan Facilities will provide the Company with sufficient cash resources to enable it to operate until at least September 2020, by which time it hopes to have secured a transaction with a strategic financing partner.
Larry Johnson, Chief Executive Officer of Kazera Global, said:
"We are delighted by the support shown by both existing shareholders and the consortium of Lenders who have provided this facility. With this support, we can continue to progress the Company's operations in Namibia towards the securing of a transaction with a strategic financing partner, of whom we continue to be in discussions with.
"We look forward to updating shareholders as we continue to work on our second phase of drilling activity following the first successful phase."
Terms and Conditions of the Loan Facilities
The total sum available under the Loan Facilities is £200,000. The Loan Facilities are unsecured, are repayable in full on 29 January 2021 and carry a fixed interest charge of £20,000, being 10 per cent. of the total sum available under the Loan Facilities. The Lenders, at their sole discretion, may elect to receive the interest due to them in shares of Kazera with a deemed price of 0.3p per share, such election to be made by Lenders at least 10 business days before the Repayment Date.
The Loan will be disbursed in five separate tranches: £40,000 on 29 May 2020, £40,000 on 30 June 2020, £40,000 on 31 July 2020, £40,000 on 29 August 2020, and £40,000 on 30 September 2020.
If the Company fails to make any payment due on the due date for payment, interest on the unpaid amount shall accrue daily, from the date of non-payment to the date of actual payment (both before and after judgment), at an additional five per cent.
The Company has issued a total of 66,666,666 warrants to subscribe for ordinary shares in the Company at a subscription price of 0.3p per share to the Lenders, pro rata to the amount of each loan (the "Warrants").
Related Party Transaction
Giles Clarke and Nick Harrison will contribute £25,000 each as part of the Loan Facilities and each have been issued with 8,333,333 Warrants. Being directors of the Company, both are related parties for the purposes of the AIM Rules for Companies. Accordingly, the participation of the directors in the Loan Facilities constitutes a related party transaction pursuant to Rule 13 of the AIM Rules for Companies.
The independent director of Kazera, Larry Johnson, having consulted with the Company's Nominated Adviser finnCap, considers that the terms of the Loan Facilities are fair and reasonable insofar as the Company's shareholders are concerned.
The information communicated in this announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No. 596/2014.
**ENDS**
Kazera Global plc (c/o Camarco) Larry Johnson (CEO) |
Tel: +44 (0)203 757 4980 |
finnCap (Nominated Adviser Broker) Scott Mathieson / Anthony Adams (corporate finance) |
Tel: +44 (0)207 220 0500 |
Peterhouse Corporate Finance Limited Duncan Vasey / Lucy Williams |
Tel: +44 (0)207 220 9797 |
Camarco (PR) Gordon Poole / James Crothers / Monique Perks |
Tel: +44 (0)20 3781 8331 |
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