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NT MINERALS LIMITED — Capital/Financing Update 2012
Dec 13, 2012
65450_rns_2012-12-13_eca00378-4b11-441e-a7f5-ac379127871e.pdf
Capital/Financing Update
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AMENDED TERMS OF RESTRUCTURE AND RECAPITALISATION
ASX ANNOUNCEMENT 14 DECEMBER 2012
Further to its announcement on 12 November 2012, Redbank Copper Limited (“Redbank” or “Company”) (ASX: RCP) advises that it has today executed an Amended and Restated Restructure Deed (“Amended Restructure Deed”) to revise the terms of the Restructure Deed previously signed between the Company, Investmet Limited (“Investmet”), Stirling Resources Limited (“Stirling”) and Stirling’s major shareholder DCM DECOmetal GmbH (“DCM”) (see ASX Announcement of 22 May 2012).
Amended Restructure Transaction
The terms of the Transaction as previously announced have been varied such that:
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The capital raising to be undertaken by Redbank will be up to $10 million, with a minimum subscription of $7.5 million, of which $5 million will be underwritten by Investmet. The capital raising is currently expected to be via a Placement of new shares at $0.005 per share.
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Stirling will procure that Stirling Copper Pty Ltd transfers 68,876,665 Redbank shares to Investmet.
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At Completion, an estimated $1,500,000 debt to Investmet will be converted into ordinary Redbank shares at a deemed issue price of $0.005 per share.
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The proceeds of the capital raising will be used partly to repay debts (as estimated as at 28 February 2013) of approximately $3,500,000 to DCM and approximately $780,000 to Stirling (unless this debt is converted as per paragraph 5 below).
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The debt to Stirling, estimated to be approximately $780,000 at 28 February 2013, is to be repaid or converted into Redbank shares (at $0.005 per share) on Completion at the election of Redbank.
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The parties agree to negotiate in good faith that the debt remaining after Completion will be governed by the Loan Syndicate Arrangements (described in further detail below).
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Conditions
Completion will be conditional on the satisfaction or waiver of the conditions set out in Annexure A.
The conditions include the following deadlines:
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The Company receiving regulatory approval to despatch the notice of meeting to shareholders on or prior to 15 December 2012, which, it has already received;
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The general meeting of shareholders must be held on or prior to 15 January 2013; and
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Completion occurring on or prior to 28 February 2013.
Amended Interim Funding
On 7 August 2012, Redbank advised that it had signed a Loan Agreement (“Loan Agreement”) with Investmet to provide up to $1.5 million in funding for the Company’s working capital requirements. To date, $1,000,000 has been advanced to the Company pursuant to the Loan Agreement.
Redbank and Investmet have now executed a Deed of Amendment and Restatement to the Loan Agreement (“Amended Loan Agreement”). Pursuant to the Amended Loan Agreement, Investmet and Redbank have agreed to amend the Loan Agreement such that drawdowns will not be in amounts of $250,000 but will be on an “as required” basis. The loan will not be limited to six advances, rather will be drawn down as required by Redbank based on an agreed budget approved by Investmet.
Loan Syndicate Arrangements
Investmet and Stirling intend to establish syndicated loan arrangements with Redbank to include general security interests over its assets. These syndicated loan arrangements will incorporate, amongst other conditions, a minimum interest rate of 6% and a two year moratorium on principal repayments as well as any interest accrued during the moratorium period. At the end of the two year moratorium, Redbank may elect to repay the debt or require conversion at a price to be agreed between the parties at the end of the two year moratorium period. These arrangements will only be in place should Redbank and Stirling agree that the debt owed to Stirling remains in place after Completion.
The Board will continue to provide shareholders with updates on this process and we encourage your support of the proposed Transaction, which is expected to be put before shareholders in general meeting on or before 15 January 2013.
For further information:
Martin Depisch Director Telephone: 08 6389 6400
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Schedule A
Completion will be conditional on the satisfaction or waiver of the following conditions:
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a) Investmet making an election in writing on or prior to 23 November 2012 as to whether it will proceed with the recapitalisation and restructure of Redbank in accordance with the Amended Restructure Deed (this condition has been satisfied).
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b) Redbank lodging the notice of meeting with the ASX and ASIC on or prior to 30 November 2012 ( Lodgement Date ) (this condition has been satisfied).
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c) Redbank receiving approval (or no objection) from the ASX and ASIC to dispatch the notice of meeting to Redbank’s shareholders on or prior to 15 December 2012 ( Approval Date ).
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d) If Investmet elects to proceed with the recapitalisation and restructure of Redbank in accordance with the terms of the Amended Restructure Deed, DCM procuring that Stirling undertakes to vote in favour of the resolutions at the general meeting for Redbank held to approve the transactions contemplated in the Amended Restructure Deed.
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e) Redbank obtaining all shareholder approvals that are required by Redbank to implement the restructure and recapitalisation of Redbank including any shareholder approval required under the ASX Listing Rules and the Corporations Act on or prior to 15 January 2013.
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f) all approvals of any Governmental Authority (including any ASIC approvals) and the ASX being obtained which:
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(i) the Parties agree are necessary or desirable to implement the transactions contemplated by the Amended Restructure Deed and the Transaction Documents (which include, amongst other things, the Terms Sheet, Loan Agreement, Swan Gold Restructure Deed);
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(ii) are obtained either unconditionally or on conditions reasonably satisfactory to Investmet; and
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(iii) have not been withdrawn or revoked.
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g) Redbank having received a copy of any third party consent, or waiver from any third party, required under any contract or otherwise to implement the transactions contemplated in the Restructure Deed and the Transaction Documents, each of which is unconditional or subject only to conditions reasonably acceptable to Investmet.
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h) each of the Transaction Documents (in a form reasonably satisfactory to Investmet) being executed by each of the relevant parties to those documents on or around the date of the Amended Restructure Deed other than the MGMC Trustee Deed Poll, which must be executed by the Trustee within 20 Business Days of the date of the Amended Restructure Deed.
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i) the conditions under each of the other Transaction Documents being satisfied or waived in accordance with the relevant Transaction Document (including the need for any
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shareholder approval under section 611 item 7 of the Corporations Act by any of the shareholders of the Restructure Entities (if applicable)).
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j) the warranties given by Stirling being true, accurate and complete as at the date of the Amended Restructure Deed and at all times up to Completion.
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k) the Warranties given by Redbank being true, accurate and complete as at the date of the Amended Restructure Deed and at all times up to Completion.
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l) agreement on the terms of the documents relating to the Loan Syndicate Arrangements by all the parties to those documents other than any third party financier (if applicable).
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