Market Abuse
Regulation ("MAR") Disclosure
This
announcement contains inside information for the purposes of
Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms
part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018 ("MAR"), and is disclosed in accordance with
the Company's obligations under Article 17 of MAR.
Bushveld
Minerals Limited
("Bushveld" or the "Company")
Completion of Convertible Loan Note Refinancing
01 February 2024
Bushveld Minerals
Limited (AIM: BMN), the primary vanadium
producer, is pleased to announce that, further to the announcements
on 5 May and 27 November 2023, it has completed the refinancing of
its unsecured convertible loan notes issued to OMF Fund III (F)
Ltd. ("Orion") dated 29 September 2020. The Company has refinanced
its convertible debt obligations of US$47.1 million (including
accrued interest) (the "CLN Balance") as follows:
§ US$4.7
million of the convertible debt obligations capitalised into a
subscription for 124,747,016 new ordinary shares. Orion was issued
with 124,267,747 shares on 27 December
2023, the remaining balance of 479,269
shares will be issued on or around 6 February 2024.
§ A new
convertible loan note of US$14.1 million maturing on 30 June
2028.
§ A term
loan of US$28.3 million maturing on 30 June 2026.
§ Supplemental royalty at not more than 0.264% of Bushveld's
gross revenues and reducing by 80% at the term loan
maturity.
Craig Coltman, CEO of Bushveld Minerals
commented:
"I
am pleased to announce all conditions set out on the definitive
agreement with Orion were met and the refinancing transaction is
now completed. We thank Orion for their ongoing support
towards the Company."
Key Terms of the
Refinancing
§ 10% of the
CLN Balance (US$4.7 million) capitalised into a subscription for
124,610,082 shares in Bushveld at 3.00p per share, a 48% premium to
the 20-day weighted average share price (as at 24 November
2023).
§ 30% of the
CLN Balance (US$14.1 million) to remain as a convertible loan note
with the following revised terms ("New CLN"):
· Interest: 12% per annum.
· Conversion price: 3.99p.
· Maturity Date: 30 June 2028.
· Bushveld shall has a one-time right to redeem 50% (in whole
and not in part) of the New CLN (principal and interest) on 30 June
2026, subject to the right of Orion to elect instead to covert the
amount.
§ 60% of the
CLN Balance (US$28.3 million) will be converted into a secured term
loan ("Term Loan") on the following terms:
· Interest: 6.0% ("Margin") plus the greater of (I) 3-month
Secured Overnight Financing Rate ("SOFR") and (ii) 3.0% per
annum.
· Interest payable quarterly in arrears in cash starting from
the last business day of the quarter in which the closing of the
transaction occurs and on the last business day of each quarter
thereafter. In the event that the Company has insufficient cash
available to pay interest on its due date, the interest due on that
date shall continue to accrue. While there is a continuing
default, the Margin will be increased by 3%.
O Principal repayments structured
to:
a. 25% of the Term Loan
(US$7.1 million)
to be repaid by 30 June
2024.
b. 30% of the Term Loan
(US$8.5 million) to be repaid by 30 June 2025.
c. 45% of the Term Loan
(US$12.7 million) to be repaid by 30 June 2026.
· The Term Loan may be prepaid in whole or in part at any time. Prepayment is
subject to the following early redemption fee schedule based on the
outstanding balance at the time of prepayment.
o Prior to 30 June 2024: 4%.
o After 30 June 2024 until 30 June 2025:
3%.
o After 30 June 2025 until 30 June 2026:
2%.
§ Supplemental royalty, on the same
terms as the existing Production Financing
Agreement (as amended), except for the
following:
·
Royalty payment rate of
0.264% with a realised price per kgV of less
than US$47/kgV.
·
Royalty payment rate of
0.216% with a realised price per kgV of greater
than US$47/kgV.
· The later of 30 June 2027 and when the Term Loan has been
fully repaid, the repayment rate will reduce by 80% and shall be
payable for the life of the Vametco operation.
Admission, Settlement and Total
Voting Rights
An application has been made to
the London Stock Exchange for the additional
479,269 Orion
Shares to be admitted to trading on AIM. It is expected that
Admission will become effective on or around 6 February
2024.
Following Admission, there will be a
total of 2,311,692,407 Ordinary Shares in issue, 670,000 of which
are held in treasury. Shareholders should use the figure of
2,311,022,407 as the denominator for the calculations by which they
will determine if they are required to notify their interest in, or
a change to their interest in the Company, under the FCA's
Disclosure and Transparency Rules.
ENDS
Enquiries: info@bushveldminerals.com
Bushveld Minerals Limited
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+27 (0) 11 268 6555
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Craig Coltman, Chief Executive
Officer
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Chika Edeh, Head of Investor
Relations
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SP
Angel Corporate Finance LLP
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Nominated Adviser & Joint Broker
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+44 (0) 20 3470 0470
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Richard Morrison / Charlie
Bouverat
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Grant Barker / Richard
Parlons
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Hannam & Partners
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Joint Broker
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+44 (0) 20 7907 8500
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Andrew Chubb / Matt
Hasson / Jay Ashfield
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Tavistock
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Financial PR
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+44 (0) 207 920 3150
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Gareth Tredway / Tara
Vivian-Neal / James Whitaker
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ABOUT BUSHVELD MINERALS
LIMITED
Bushveld Minerals is a primary
vanadium producer, it is one of only three operating primary
vanadium producers, with a diversified vanadium product portfolio
serving the needs of the steel, energy and chemical
sectors.
Detailed information on the Company
and progress to date can be accessed on the website
www.bushveldminerals.com