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ORE RESOURCES LIMITED Capital/Financing Update 2015

Mar 19, 2015

65504_rns_2015-03-19_3938d70e-12a7-4b46-ac73-deab5c705773.pdf

Capital/Financing Update

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20 March 2015

Market Announcements Platform ASX Limited Exchange Centre 20 Bridge Street Sydney NSW 2000

Debt Refinancing

Mozambique-focused emerging gold producer, Auroch Minerals NL (ASX: AOU) ( Auroch or the Company ), is pleased to advise it has re-financed existing debt, including accrued interest, into a convertible note facility.

The convertibility of the debt provided by existing shareholders including Auroch’s Chairman Mr Glenn Whiddon, is subject to shareholder approval. The material terms and conditions of the convertible loan facility are set out in Schedule 1.

The convertible note facility may be converted into ordinary shares with attaching options. The conversion price for the issue of shares will be a 20% discount to the 10-day VWAP with a free attaching option for every two shares issued on conversion. The note is convertible at any point between the granting of shareholder approval and the repayment date of 30 June 2016.

A notice of meeting to approve the convertibility of the debt will be despatched to shareholders in due course. For further information visit www.aurochminerals.com or contact:

Matthew Foy Director Auroch Minerals NL T: +61 8 9486 4036

Schedule 1 – Convertible Debt Facility

  1. Total Face Value: $1,265,049.

  2. Repayment Date: 30 June 2016.

  3. Interest Rate:

9.25% per annum payable in cash quarterly, on the last business day of each quarter. If Interest is not paid on the last business day of each quarter, the interest rate payable for the remainder of the interest period will increase to 12% per annum.

  1. Facility Fee: 5% payable in cash.

  2. Conversion:

The noteholder may at any time during the period commencing on the date that the Company obtains shareholder approval and ending on the repayment date, convert the Face Value in whole or in part into shares each issued at the Conversion Price together with one free Attaching Option for every two shares issued on conversion by delivery to the Company of a notice duly executed by the Noteholder, completed as to the amount of the Face Value to be converted (Conversion Amount) and the number of Shares (together with Attaching Options) to be issued on Conversion.

  1. Conversion Price:

Means the price that is a 20% discount to the 10 day volume weighted average price of Shares on the ASX for the 10 traded days prior to the date that a Notice is given.

  1. Attaching Options:

    • Means an unlisted Option exercisable at $0.08 on or before 31 December 2018.
  2. Transferable:

The Convertible Note is transferable either in whole or in part at any time by an instrument in writing signed by both the transferor and the transferee.