Bushveld Minerals Limited (AIM: BMN), a diversified mineral development company with a portfolio of vanadium, titanium, iron ore, tin and coal assets in Africa, is pleased to announce that it has secured financing amounting to US$5.2 million, with strategic and financial partners, to complete the first phase of the acquisition of Strategic Minerals Corporation (“SMC”) from Evraz Group SA (“Evraz”) (the “Acquisition”), as announced on 9 May 2016.
· Bushveld to partner with Yellow Dragon to acquire SMC through Bushveld Vametco Limited (“BVL”), a special purpose vehicle established for the purpose of the Acquisition. Yellow Dragon is a private, strategic investor in African resource projects;
· Bushveld to retain a 45 per cent equity interest in BVL and Yellow Dragon the other 55 per cent;
· Financing for the Acquisition to be arranged by way of loan finance to BVL in proportion to each party’s shareholding, being US$2.33 million from Bushveld and US$2.86 million from Yellow Dragon (“BVL Loans”) for the first US$4.7 million of consideration (“Tranche 1”) due by 17 June 2016, plus associated transaction costs;
· Bushveld will fund its BVL Loans through a combined capital raise comprising:
o A placing of, and subscription for, a total of 98,333,334 new ordinary shares with institutional investors at 1.8p per share raising £1,770,000 (approximately US$2.6 million) (the “Placing”), led by a subscription for 50,000,000 new ordinary shares for the sum of £900,000 (approximately US$1.3 million) by Yellow Dragon (“Yellow Dragon Subscription”), together with the grant of one warrant for each two shares, exercisable at 2.4p for a period of 2 years;
· On completion of Tranche 1, BVL will have an effective interest in SMC of 23.0 per cent, which would increase to 78.8 per cent on completion of Tranche 2;
· The funding package agreed with Yellow Dragon reduces Bushveld’s effective interest in SMC at both the Tranche 1 and Tranche 2 stages such that it is no longer classified as a reverse takeover under AIM rules. As a consequence, neither an Admission Document nor Bushveld shareholder approval are necessary to complete the Acquisition. Accordingly, trading in Bushveld’s shares on AIM will recommence with effect from 7.30am on Friday, 3 June 2016;
· Bushveld has retired the £2.6 million senior unsecured convertible loan facility with Darwin Strategic Limited (“Darwin Strategic”) in accordance with agreed terms of the facility and subsequently terminated the arrangement.
Fortune Mojapelo, CEO of Bushveld Minerals, said,
“I am pleased to announce the US$5.2 million funding package and welcome Yellow Dragon Holdings as a co-investor in Bushveld Vametco Limited.
In addition, Bushveld is pleased to announce the completion of an equity placement with a number of new and existing investors. These investors recognised the opportunity and growth that the acquisition of the Vametco mine and plant will bring to the Company and we thank them for their support.
“I look forward to updating shareholders in due course as we progress the transaction.”