RE: BPC snapshot 18/4/2118 Apr 2021 11:44
· BPC has reached agreement with the provider of its conditional fixed conversion price convertible note facility (the "Facility") to establish revised terms for the Facility and extend this Facility to ensure it remains available through the course of 2021 drilling operations in Trinidad and Tobago and Suriname, as follows:
o the conversion price of all notes issued under the Facility ("Notes") has been amended from 2.5p to 0.8p;
o the maturity date for all Notes will be a single maturity date of 31 December 2023, regardless of the date of issue of the relevant Notes;
o the coupon on the Notes remains 12 per cent., to accrue from the date of receipt of any subscription funds by the Company;
o coupon will be payable periodically throughout the term of the Notes, on each of 30 June 2021, 31 December 2021, 30 June 2022, 31 December 2022, 30 June 2023, and 31 December 2023 (each an "Interest Payment Date");
o on any Interest Payment Date, BPC can elect (at its sole discretion) to capitalise up to 50 per cent. of the coupon accrued on the Notes at the relevant Interest Payment Date, with any amount not capitalised to be paid in cash. Alternatively, BPC can elect to pay 100 per cent. of the coupon accrued on the Notes at the relevant Interest Payment Date in the form of BPC ordinary shares, to be issued at a price equivalent to 90 per cent of the volume weighted average price of BPC's shares in the 10 trading days prior to the relevant Interest Payment Date. This variation reflects BPC management's expectation that the Company, which is targeting material growth in production and cashflow through the course of 2021 and beyond, will have the ability to cash settle coupon (all or in part) throughout the term of the Notes, which will then allow the Company to use available surplus cashflow from production for this purpose, thereby reducing the overall potential dilutive impact of the Notes;
o the provider has agreed to make an immediate additional £2 million subscription for Notes on an unconditional basis, thus increasing to £5 million the total amount of Notes subscribed for to-date, with settlement for the additional subscription (and coupon accrual commencement) on 28 February 2021;
o the last date for subscription for further amounts of Notes, up to the total undrawn Facility availability of £10 million, is extended to 16 April 2021, and this date will be extended further to 30 June 2021 if a minimum of £8.5 million of Notes in aggregate have been subscribed for by 16 April 2021. The ability to draw-down on these remaining funds remains subject to satisfaction of certain conditions precedent, which the Company and the provider are engaging on collaboratively;
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