RE: Placement at 0.7p16 May 2022 10:45
TRANSACTION DETAILS
Alpha has provided an asset backed debt facility with the following terms:
· $4,000,000 asset backed debt with no convertibility
· 12 month term
· 20% interest per annum with ability to repay early at month nine. Interest & principal to be repaid as a Bullet payment at the end of the term on Monday 15 May 2023.
The following security has been granted by the Company in order to facilitate the Transaction:
· Alpha has been granted first lien security over a real estate asset in Bucharest, Romania, in order to provide an enhanced security. Alpha is predominately a real estate driven lender and as this transaction is its first mining transaction, the real estate security component was key. The real estate asset has an independent valuation of €9,199,769.
· An existing shareholder of Vast Resources PLC, who is not a Related party under the AIM Rules, has been granted a first ranking security over Baita Plai in return for allowing the real estate asset owned by him being used as enhanced collateral for the funding to be provided to Vast by Alpha. Alpha has been granted a second ranking security over Baita Plai.
As part of the debt transaction and in lieu of the enhanced security being offered the Company has issued Warrants to both the real estate owner and A&T Investments SARL. The amount issued is $800,000 based on the prior agreement of giving warrants equal to 20% of the debt facility ($4,000,000). The strike price will be set at a 20% premium to the closing share price on Monday 16 May 2022 as referenced by Bloomberg.
The consent of Mercuria was required for the refinancing of Atlas in accordance with the terms of the previous intercreditor agreement between Vast, Mercuria and Atlas. The previous intercreditor agreement will now be superseded by a new intercreditor agreement between Mercuria, Vast and Alpha (together "the Parties"). The Parties have agreed a heads of terms on 12 May 2022 ("Heads of Terms") and have given their best efforts to enter into a binding intercreditor agreement within the next thirty days (or by such later date as may be agreed between the Parties). The Heads of Terms provide that:
· Mercuria and Alpha shall each have its own security package for the debt owed to it by Vast.
· In addition to Mercuria's current individual debt security over the Company's Manaila Polymetallic Mine in Romania, Vast shall grant third ranking security to Mercuria over Baita Plai.
· a cash payment to Mercuria to be made on 16 May 2022 of USD$500,000.
· a further payment by Vast to Mercuria of USD$500,000 will be paid from the proceeds of the Subscription subject to Shareholder Approval at the General Meeting.