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ORA BANDA MINING LTD — Capital/Financing Update 2012
May 2, 2012
65475_rns_2012-05-02_6c0a53c6-5c30-4180-a4e6-8775f4bfa94d.pdf
Capital/Financing Update
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ASX / MEDIA RELEASE
2 MAY 2012
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TRANSACTION WITH INVESTMET
Swan Gold Mining Limited (ASX: SWA) (Company or SWA) is pleased to advise that following extensive negotiations, a binding Terms Sheet has been entered into by SWA, DCM DECOmetal GmbH (DCM) and Investmet Limited and/or its nominees (Investmet).
Investmet has advised it intends to recapitalize SWA and provide sufficient funding to complete a review into recommencement of operations at the Carnegie and Mt Ida gold projects, including amongst other items thorough geological and economic reviews of resources, project data, exploration activities as required, and mine planning.
Investmet will also work with the current board of SWA towards finalizing the application for re-listing of the shares of SWA (SWA shares) on the ASX (subject to ASX approval) as soon as possible after completion.
The main terms and conditions of the Terms Sheet are as follows:
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SWA will conduct a share placement to sophisticated investors to raise working capital of a minimum of $7,500,000 by the issue of new ordinary shares at $0.02 effective on completion of the transaction (Completion). The issue will be fully underwritten by Investmet on terms reasonably satisfactory to Investmet and SWA;
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DCM will transfer 39,849,657 SWA shares to Investment in consideration for a cash payment by Investment to the Trustee of the Territory Trust of $6,700,000 in satisfaction of all claims by the Territory Trust;
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The Group Trustee will transfer 134,483,578 SWA shares to Investmet as consideration for the payment by Investmet to the Group Trust of $10,144,240; the payment will also clear all claims by the Group Trust under the recapitalization deed;
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The Group Trustee will grant a call option to Investmet over 43,723,382 SWA shares at a price of $0.10 within 2 years after re-quotation of SWA shares;
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The existing charges over the Carnegie assets in favour of the Territory Trust and Group Trust will be discharged and fresh security to granted by SWA as required to Investmet;
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Investmet will advance $1,230,000 to DCM in consideration of DCM discharging the existing charge over the Mt Ida assets. A fresh security to be granted by SWA as required to Investmet;
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DCM will fund ongoing operations of SWA until Completion;
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Investmet may also provide further funding, if required, on a secured convertible note basis, the terms of which shall be agreed between the parties; and
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Completion date is on or before 30 June 2012.
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The Conditions for Completion to occur includes amongst other items:
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Due diligence by Investmet,
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Agreement on documentation relating to Investmet’s funding arrangements,
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The share sale agreement between SWA and DCM dated 18 August 2011 (as varied) being terminated on Completion with no further liability for either party,
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The Recapitalisation Deed between SWA, Stirling Resources Ltd and others dated 21 June 2009 (as amended) being terminated on Completion with no further liability for SWA,
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Any plaint proceedings relating to the tenements of SWA and its subsidiaries are to be discontinued or withdrawn on terms satisfactory to Investmet by 30 June 2012. Investmet may immediately terminate if it considers that the plaint condition will, or may, not be satisfied by 30 June 2012.
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All necessary shareholder and regulatory approvals,
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The Trustee of the Group Trust, Mt Ida Trust and Territory Trust agrees in writing to the transaction, and
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Execution of a formal agreement.
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This transaction is also conditional on the completion of inter-related transactions between Investmet, DCM and each of Stirling Resources Limited and Redbank Copper Limited, the terms of which are still being negotiated, but are expected to be finalised shortly.
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Investmet and DCM intend to establish syndicated loan arrangements with SWA, to include the new security charges to regulate secured debt over SWA incorporating a two year moratorium on principal repayments and at the end of the two year moratorium SWA may elect to repay the debt or require conversion at a price to be agreed between the parties.
The Company will provide further updates once additional information is available.
For more information:
Keith Vuleta Director
Tel: +61 403 784 103
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