TORONTO, May 4, 2015 /PRNewswire/ --
/NOT FOR
DISTRIBUTION TO UNITED STATES
NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/
(All figures are in US dollars unless
otherwise expressed)
TSX-V: JAG
Jaguar Mining Inc. ("Jaguar" or the "Company") (TSX-V: JAG)
provided an update and revision today to its previously announced
offering of senior secured convertible debentures (the
"Debentures") (see press release dated February 27, 2015).
CONVERTIBLE DEBENTURE REVISION
As a result of the current market conditions, the Company has
amended certain terms of the offering, including the conversion
price and the term to maturity. Based on the amended terms, the new
conversion price will be C$0.25 and
the maturity date of the Debentures will be reduced to two years
(the "Offering").
The Offering continues to be on a non-brokered private placement
basis pursuant to exemptions under applicable securities laws. The
Company plans to use the net proceeds of the Offering to repay the
outstanding $10.4 million credit
facility held by Renvest Global Resource Fund c/o Renvest
Mercantile Bancorp Inc. ("Renvest Credit Facility") and for general
corporate purposes. The Offering is expected to close in
May 2015, and is subject to receipt
of all required regulatory approvals and applicable third party
consents, including the approval of the TSX Venture Exchange (the
"TSX-V").
The Debentures will be senior secured obligations of Jaguar and
it is intended that the holders of the Debentures will assume the
senior security package currently held under the Renvest Credit
Facility. The Debentures will mature two years from closing of the
Offering.
The Debentures will bear interest at a rate of 12% per annum,
payable in US dollars semi-annually commencing six months from the
closing date of the Offering. The Debentures will be convertible
into Jaguar common shares at a conversion price of C$0.25 per share, representing a 39% premium to
the closing price of Jaguar common shares ("Common Shares") on
May 1, 2015 and a conversion rate of
4,870 Common Shares per $1,000
principal amount of Debentures, based on Canadian dollar exchange
rate of 0.8214. Upon conversion, holders will be entitled to
receive accrued and unpaid interest up to, but excluding, the date
of conversion.
The Debentures will be redeemable following a period of six
months from closing of the Offering. On and after such date
and prior to the date that is two years from the closing date of
the Offering, the Debentures may be redeemed by Jaguar, in whole or
in part from time to time, with 30 days' written notice, at a price
of 110% of the principal outstanding in the first year and 105% in
year two, plus any accrued and unpaid interest.
Jaguar does not intend to list the Debentures on the TSX-V. The
Debentures and the Common Shares issuable on conversion of the
Debentures will be subject to a four month and one day hold period
under Canadian securities laws from the date of issue of the
Debentures.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any securities in any
jurisdiction.
About Jaguar Mining Inc.
Jaguar is a gold producer with mining operations in a prolific
greenstone belt in the state of Minas Gerais, Brazil. Additionally, Jaguar wholly owns the
large-scale Gurupi Development Project in the state of Maranhão,
Brazil. In total, the Company owns
mineral claims covering an area of approximately 197,000-hectares.
Additional information is available on the Company's website at
http://www.jaguarmining.com.
FORWARD-LOOKING STATEMENTS
Certain statements in this press
release constitute "Forward-Looking Statements" within the meaning
of the U.S. Private Securities Litigation Reform Act of 1995 and
applicable Canadian securities legislation. Forward-looking
statements include, but are not limited to, management's assessment
of Jaguar's future plans and operation. Certain statements
throughout this press release constitute forward-looking statements
(forecasts) under applicable securities laws relating to future
events or future performance. Forward-Looking Statements can be
identified by the use of words such as "are expected", "is
forecast", "is targeted", "approximately", "plans", "anticipates"
"projects", "anticipates", "continue", "estimate",
"believe" or variations of such words and phrases or
statements that certain actions, events or results "may", "could",
"would", "might", or "will" be taken, occur or be achieved.
Forward-Looking Statements involve known and unknown risks,
uncertainties and other factors, which may cause the actual results
or performance to be materially different from any future results
or performance expressed or implied by the Forward-Looking
Statements the success of closing this transaction on the projected
timeline, that regulatory approval will be obtained, the final
terms of the Debentures that will be issued in connection with the
Offering. Forward-looking information is based on current
expectations, estimates and projections that involve a number of
risks and uncertainties which could cause actual results to differ
materially from those anticipated by Jaguar and described in the
forward-looking information. The forward-looking information
contained in this press release is made as of the date hereof and
Jaguar undertakes no obligation to update publicly or revise any
forward-looking information, whether as a result of new
information, future events or otherwise, unless required by
applicable securities laws. The forward-looking information
contained in this press release is expressly qualified by this
cautionary statement.
Forward-Looking Statements involve known and unknown risks,
uncertainties and other factors may cause the actual results,
performance or achievements to be materially different from those
expressed or implied by the forward-looking statements. Such risk
factors include, among others the risk of Jaguar's not the success
of closing this transaction on the projected timeline, that
regulatory approval will be obtained, the final terms of the
Debentures that will be issued in connection with the Offering, as
well as those factors disclosed in the Company's current Annual
Information Form and Management's Discussion and Analysis, as well
as other public disclosure documents, available on SEDAR
at http://www.sedar.com. Although the
Company has attempted to identify important factors that could
cause actual actions, events or results to differ materially from
those described in forward-looking statements, there may be other
factors that cause actions, events or results not to be as
anticipated, estimated or intended. There can be no assurance that
forward-looking statements will prove to be accurate. The
forward-looking statements contained herein are presented for the
purposes of assisting investors in understanding the Company's
plan, objectives and goals and may not be appropriate for other
purposes. Accordingly, readers should not place undue reliance on
forward-looking statements. These Forward-Looking Statements
represent the Company's views as of the date of this press release.
The Company anticipates that subsequent events and developments may
cause the Company's views to change. Factors, which could cause
results or events to differ from current expectations, include,
among other things, actions taken against the Company by
governmental agencies and securities and other regulators and other
factors not currently viewed as material that could cause actual
results to differ materially from those described in the
Forward-Looking Statements. The Company does not undertake to
update any Forward-Looking Statements, either written or oral, that
may be made from time to time by or on behalf of the Company
subsequent to the date of this discussion except as required by
law.
Derrick Weyrauch, Chief Financial
Officer, +1-416-628-9601, dweyrauch@jaguarmining.com