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TREK METALS LIMITED Capital/Financing Update 2012

Oct 17, 2012

65923_rns_2012-10-17_fc9ba2e8-c62b-44a9-8a42-3e2930aa1e7a.pdf

Capital/Financing Update

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ZAMBEZI RESOURCES LIMITED ARBN: 124 462 826

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BERMUDA ZAMBIA AUSTRALIA CANON’S COURT PLOT 5697 LEVEL 1, 17 ORD STREET 22 VICTORIA STREET BEU CRESCENT WEST PERTH, WESTERN AUSTRALIA HAMILTON HM12 KALUNDU AUSTRALIA 6005 LUSAKA TEL: +61 8 6555 1879 TEL: +260 211 292101 FAX: +61 8 9398 4104 EMAIL: [email protected] PO BOX 1796, WEST PERTH WWW.ZAMBEZIRESOURCES.COM WESTERN AUSTRALIA, 6872

ASX Announcement Thursday, 18 October 2012

Zambezi Secures Additional Project Funding

HIGHLIGHTS

  • Funding of up to $5,850,000 provided by New York-based fund Bergen Global Opportunity Fund, LP over two years (“ Facility ”).

  • Staged funding minimises dilution to existing shareholders.

  • The Facility provides Zambezi Resources Limited with further capital to advance the feasibility work of the proposed Kangaluwi Copper Project.

Zambezi Resources Limited (ASX:ZRL) (“ Zambezi ” or “ the Company ”) is pleased to announce that it has entered into a funding agreement with Bergen Global Opportunity Fund, LP (“ Bergen ”) that will provide up to $5,850,000 over two years towards progressing the 100% owned Kangaluwi Copper Project to feasibility stage.

Bergen is a New York-based investment fund that makes equity and equity-linked investments in smallcap and mid-cap public companies around the world and has a history of successful investments in ASX-listed companies. Eugene Tablis, a managing director of Bergen’s manager Bergen Asset Management, LLC, commented: “We are very pleased to partner with Zambezi at this crucial stage of development. We have been impressed with the management team thus far and hope that our funding will assist in unlocking the value of the Kangaluwi Copper Project.”

The Facility will provide Zambezi with additional funds to continue to advance the feasibility work at its Kangaluwi Copper Project. It will also provide funds for general working capital and servicing of Zambezi’s existing debt.

The Facility is in the form of a Share Purchase Agreement with Bergen in respect of the issue of up to AU$5,850,000 worth of fully paid ordinary shares (‘Shares’) over a 24-month period, from the date of the Agreement. Key terms and the rationale behind the Agreement are detailed below.

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About Bergen Asset Management, LLC:

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Bergen Asset Management, LLC is a New York-based asset management company that invests in high growth public and private companies around the world with a particular emphasis on the mature markets in Asia-Pacific. Bergen is actively putting its balance sheet to work in funding Australian and international projects operated by public Australian companies.

About the Kangaluwi Copper Project:

Zambezi Resources Limited is an ASX listed Copper Exploration and Development Company focussed on its 100% owned Kangaluwi Copper Project, 180 km east of Lusaka, Zambia. The project is covered by a 245 km[2] Mining Licence area ML 15547, issued on 16 March 2011 and valid for 25 years. The project covers the high quality copper deposits of Kangaluwi, Chisawa and Kalulu.

Table 1: Kangaluwi Copper Project Mineral Resource Estimate Reported at a Range of Cut-off Grades

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Numerous geophysical targets in the project area are yet to be evaluated, with only one quarter of the 28 km strike length drill tested to date.

Structural modelling of mineralisation by independent consultant Dr Alexei Sokolov reveals significant additional exploration upside at the Kangaluwi Copper Project (previously announced on 25 September 2012). The report outlines an exploration target[1] of 162.9 Mt @ 0.7% Cu, for a conceptual aggregate of 208.9 Mt @ 0.7% Cu for 1.4 Mt of contained copper, including the August 2012 Mineral Resource.

1 The estimates of Exploration Target sizes should not be misunderstood as estimates of Mineral Resources. The estimates of Exploration Target sizes are conceptual in nature and there has been insufficient results received from drilling to date to estimate a Mineral Resource in accordance with the JORC Code (2004). It is uncertain if further exploration will result in the determination of a Mineral Resource.

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FIGURE 1: MINING LICENCE 15547

Key Aspects of, and Rationale for, the Bergen Funding Agreement

1. Validation of the business model by a US Institutional Investor

An agreement with a US institutional investor increases the international capital markets’ awareness of Zambezi and validates its strategy of increasing its profile in the international capital markets.

2. Certainty of access to funding

The investment provides Zambezi with certainty of access to funding over the next 24 months in a difficult capital markets environment. The Facility is to be made available to the Company in regular tranches as follows:

  • AU$100,000 to be provided immediately being the first Share tranche, and

  • AU$50,000 – AU$250,000 in monthly Share tranches for up to 23 months (AU$50,000 per month, which can be increased to up to AU$250,000 by mutual consent).

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The regularity and the substantial size of the tranches eliminate financing uncertainty and allow the management to focus on executing the Company’s business plan.

At the time of the funding of the initial AU$100,000 tranche, Zambezi will also grant Bergen 30,000,000 options exercisable at 130% of the average of the daily volume-weighted average prices of the Shares for the 20 trading days immediately prior to the date of the execution of the Agreement. Zambezi will also pay Bergen a commencement fee, to be satisfied by an issue of 33,333,333 Shares.

3. Minimising dilution

The investment structure allows Zambezi to issue Shares at prices that are linked to prices prevailing at the time, and hence potentially at premiums to the current Share price, which would minimise any dilution for its existing shareholders. The price at which Shares will be issued under the Agreement is 90% of the average of 5 daily volume-weighted average prices of Shares during a specified period prior to the relevant issuance date of the Shares. On two occasions only, the issue price may be 140% of the average of the daily volume-weighted average prices of the Shares during the 20 trading day period prior to the date of execution of the Agreement.

4. Maximum flexibility

The terms of the Agreement allow the Company to enter into future debt financing arrangements and to carry out additional private placements of equity, rights issues and shareholder purchase plans. In addition, the Agreement does not restrict the Company’s ability to enter into strategic industry partnerships and undertake acquisitions of assets and shares in the future. The Company has the right to terminate the Agreement at no cost, if the Share price is below a floor price as specified in the Agreement and at the Agreements first anniversary. The Company may also terminate the Agreement at any time during the 24 month term of the Agreement on payment of a modest fee. The investment is not subject to, nor does it impose any financial covenants on, the Company.

5. Additional safeguard

Bergen has agreed to certain limitations on its ability to sell Shares on the ASX. In addition, Bergen has made a representation as to the identity of its prime broker and share custodian.

The terms of the Agreement do not permit shares to be issued, and there is no agreement to issue shares under the Agreement, if shareholder approval is first required under the ASX Listing Rules. Shareholder approval under ASX Listing Rule 7.1 is not required for the first tranche to proceed, however approval will be sought as and when required for subsequent tranches.

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Competent Persons Statement

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The information in this report relating to Mineral Resources was compiled by Mr Dean Carville who is a Member of the Australasian Institute of Mining and Metallurgy. Mr Carville is a full-time employee of AMC Consultants Pty Ltd and has sufficient experience relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2004 Edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (the JORC Code). Mr Carville consents to the inclusion of this information in the form and context in which it appears.

The information in this announcement that relates to exploration/conceptional targets is based on information compiled by Dr Alexei Sokolov, Exploration Consultant. Dr Sokolov was engaged by Zambezi Resources as a Consultant and is also a member of the Australasian Institute of Mining and Metallurgy and has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2004 Edition of the “Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves”. Dr Sokolov consents to the inclusion in the report of the matters based on his information in the form and context in which it appears.

Zambezi Resources Limited

Frank Vanspeybroeck CEO Tel: +61 8 6555 1879

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