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WINGARA AG LTD Capital/Financing Update 2016

Aug 14, 2016

66071_rns_2016-08-14_24aa2f78-437e-482a-960d-56f71b1c4d11.pdf

Capital/Financing Update

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Wingara AG Limited Secures $5M in Funding via Convertible Note Issue and Equity Placement

Monday 15[th] August 2016, Melbourne, Australia

International agricultural product processor and marketer Wingara Ag Limited (ASX:WNR) is pleased to announce that it has successfully raised $5,000,000. The Company raised the funds via the issuance of convertible notes and placement of fully paid ordinary shares. The $5,000,000 total raised consists of a $2,000,000 convertible note issue and a $3,000,000 equity placement.

Share Placement

Wingara Ag has raised $3,000,000 by way of placement of 10,000,000 new ordinary shares at a price of $0.30 cents per share. The placement was strongly supported by both Institutional and Sophisticated investors. Wingara Ag is pleased to confirm the placement was heavily oversubscribed.

Convertible Note

The convertible notes have a loan period of 2 years with interest payable in cash semi-annually in arrears. The interest rate on the Loan Agreement is 5.00% per annum.

The Loan Principal Amount may be repaid by cash or equity. Repayment by equity requires at least 45 days’ notice. The company will seek shareholder and/ or regulatory approval, as required, ahead of any equity issue.

  • a) in cash on the Maturity Date plus an additional cash Bonus Premium Payment of 2.5% of the Loan Principal Amount; or

  • b) converted into new fully paid ordinary shares (“New Shares”) of the Company at each of the following anniversary dates and prices during the Loan Period:

  • i. At the 1st interest payment date (31st January 2017), or at any interest payment date semi-annually thereafter, the Lender may elect to convert up to 10% of the Loan Principal Amount, into New Shares of the Company at a conversion price of $0.25 per share.

  • ii. At the 2[nd] interest payment date (31[st] July 2017), or at any interest payment date semiannually thereafter, the Lender may elect to convert up to a further 50% of the Loan Principal Amount, into New Shares of the Company at a conversion price of $0.30 per share.

  • iii. At the 3[rd] interest payment date (31[st] January 2018) or at any interest payment date semiannually thereafter, the Lender may elect to convert up to a further 40% of the Loan Principal Amount, into New Shares of the Company at a conversion price of $0.35 per share.

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The financing will be predominately used to fund the acquisition of Pyrenees Hay Processing CoOperative (PHPC) as well as support general corporate requirements and inventory purchases for the coming season. PHPC a is an existing facility that processes exports quality Australian Oaten Hay into Asia. PHPC is located in Avoca Victoria, strategically located approximately 100km South West of Wingara Ag Ltd’s (Wingara) existing facility in Bendigo, (Epsom), Victoria. The proposed acquisition will potentially increase our capacity up to 100,000 Metric Tonnes (MT) per annum by 2018 with additional equipment upgrades and infrastructure capital expenditure program to be completed in Epsom and Pyrenees sites.

Mr Xing commented “We are very pleased with the strong support Wingara has received from the equity markets and would like to welcome the new investors, in particular the institutional funds that see value in both our share price and future strategy. “

For and on behalf of the Board;

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Gavin Xing Executive Chairman

Ph: +61 (0)3 9529 2655

About Wingara Ag Limited:

Wingara Ag Limited aims to be the leader in the sale of agricultural products to the domestic and international markets, particularly focusing on the export of hay products to Asia. By adhering to the highest standards of production we ensure a reliable source of hay to our clients, enabling them to meet their business demands confident in the quality of our product.

We are also dedicated to supporting local producers and our commitment to providing an equitable relationship with Australian farmers allows us to source the best product available. Wingara is committed to ensuring we uphold the highest standards of integrity throughout the organisation, ensuring that we create an environment in which individuals continue to strive to meet our goals.

Forward-Looking Statements:

Certain statements made in this release are forward-looking statements and are based on Wingara’s current expectations, estimates and projections. Words such as “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “guidance” and similar expressions are intended to identify forward-looking statements. Although Wingara believes the forward-looking statements are based on reasonable assumptions, they are subject to certain risks and uncertainties, some of which are beyond Wingara’s control. As a result, actual results could materially differ from those expressed or forecasted in the forward-looking statements. The forward-looking statements made in this release relate only to events as of the date on which the statements are made. Wingara will not undertake any obligation to release publicly any revisions or updates to these forward-looking statements to reflect events, circumstances or unanticipated events occurring after the date of this release except as required by law or by any appropriate regulatory authority.