"Sentient agrees to return shareholding back
to Meridian"
LONDON, June 18, 2020 /CNW/ - Meridian Mining SE
(TSXV: MNO) ("Meridian" or the "Company") today announces that it
has agreed with its major shareholder Sentient Global Resources FIV
L.P. ("Sentient") a long term pathway forward for the Company.
Meridian and Sentient have agreed that to provide the maximum
exposure to future growth of the Company for incoming investors,
Sentient will return approximately 95% of its shareholding, for no
cash consideration to treasury and that these shares will be then
cancelled. The surrender of shares will result in Sentient holding
approximately 9.99% of the outstanding shares of the Company after
giving effect to the capital raise. The agreements are dependent on
a successful capital raise by Meridian1 raising a
minimum of $1.85M. The capital
raising's closing will now be extended to no later than
July 15th, 2020 and the
size of the capital raise has been increased to $3.5M.
Highlights of the new and amended agreements are:
- Sentient will return the majority of its shares to the
Company:
-
- These are then to be cancelled;
- Returned shares will be for zero ($0.0) consideration;
- Sentient will no longer be a control person;
- Sentient will hold <10% equity in Meridian;
- The USD 15,000,000 Claw Back
Allowance is to be deleted from the debt agreement;
- Sentient will not trade in Meridian securities until after the
close of the capital raise;
-
- Post the capital raise Sentient will not be subject to any non
TSX resale restrictions on its remaining shares in the
Company;
- The Net Smelter Royalty ("NSR") is to be increased to 3%;
The benefits to incoming and existing shareholders of Meridian
are:
- Incoming shareholders will have full exposure to an investment
in Meridian:
-
- The capital raise has been increased to $3,500,000; and
- Units pricing remains unchanged at $0.075 per share with a full warrant priced at
$0.11 for a two (2) year term.
- No longer will one (1) shareholder have a majority
ownership;
- The issued stock options2 will be adjusted down to
reflect the reduced capital table; and
- Existing minority shareholders will have an increased ownership
after the completion of the capital raise.
Sentient has been a long supporter of the Meridian however its
large equity position restricted the Company's ability to attract
new investors to finance then advance the Brazilian: Espigão
copper-gold polymetallic advanced exploration project and the
Mirante da Serra manganese exploration and resource development
project. Rather than allow the Company to continue in such a
dormant fashion Sentient has agreed with the Company to hand back
the majority of its shares at the completion of the capital raising
and with a minimum amount of $1.85 M
raised. The previously announced debt conversion
agreements3 remain the same with only the removal of the
orderly market agreement clause and the claw back allowance being
removed. The Company has agreed to increase the NSR of the
segregated Brazilian portfolio of projects to 3%.
Mr Clark, Interim CEO & President, states, "the Company has,
for many years traded with a capital table unsuited to a publicly
listed TSX-V company. Through historical mergers and acquisitions,
Sentient grew to own over 87% of the Company's shares. This has
impacted Meridian's market liquidity, meaningful price improvements
and the ability to attract other institutional private, industrial
and sophisticated investors. These agreements will correct many of
the current and potential investors concerns and return the Company
to a more standard capital table structure and post a successful
capital raise have sufficient funds to advance its exciting Espigão
copper gold project and the Mirante da Serra manganese project. The
Company greatly appreciates Sentient's historical support and the
opportunity that it has agreed to today, that sets a clear pathway
forward while still maintaining its exposure via a reduced equity
position and an increased NSR.
1 See
Meridian news releases: May 11, 2020
|
2 See
Meridian news releases: October 22, 2019
|
3 See
Meridian news releases: March 31, 2020 and April 27,
2020
|
On behalf of the Board of Directors of Meridian Mining SE
ABOUT MERIDIAN
Meridian Mining SE is focused on the acquisition, exploration,
development and mining activities in Brazil. The Company is currently focused on
exploring and developing the Espigão polymetallic project, the
Mirante da Serra manganese project and maintaining the Ariquemes
tin exploration portfolio in the state of Rondônia, Brazil.
Further information can be found at www.meridianmining.co.
FORWARD-LOOKING STATEMENTS
Some statements in this presentation contain forward-looking
information or forward-looking statements for the purposes of
applicable securities laws. These statements include, among
others, statements with respect to the Company's plans for
exploration, development and exploitation of its properties and
potential mineralisation. These statements address future
events and conditions and, as such, involve known and unknown
risks, uncertainties and other factors, which may cause the actual
results, performance or achievements to be materially different
from any future results, performance or achievements expressed or
implied by the statements. Such risk factors include, among others,
failure to obtain regulatory approvals, failure to complete
anticipated transactions, the timing and success of future
exploration and development activities, exploration and development
risks, title matters, inability to obtain any required third party
consents, operating risks and hazards, metal prices, political and
economic factors, competitive factors, general economic conditions,
relationships with strategic partners, governmental regulation and
supervision, seasonality, technological change, industry practices
and one-time events. In making the forward-looking
statements, the Company has applied several material assumptions
including, but not limited to, the assumptions that: (1) the
proposed exploration, development and exploitation of mineral
projects will proceed as planned; (2) market fundamentals will
result in sustained metals and minerals prices and (3) any
additional financing needed will be available on reasonable
terms. The Company expressly disclaims any intention or
obligation to update or revise any forward-looking statements
whether as a result of new information, future events or otherwise
except as otherwise required by applicable securities
legislation.
The Company cautions that it has not completed any feasibility
studies on any of its mineral properties, and no mineral reserve
estimate or mineral resource estimate has been established.
In particular, because the Company's production decision relating
to Meridian Mineração Jaburi S.A, manganese project is not based
upon a feasibility study of mineral reserves, the economic and
technical viability of the Espigão manganese project has not been
established
The TSX Venture Exchange has neither approved nor disapproved
the contents of this news release. Neither 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 release.
SOURCE Meridian Mining S.E.