RE: RECOVERY STOCKS23 Oct 2020 10:49
28 September 2020
Rambler Announcement of Financing
London, England, Newfoundland and Labrador, Canada - Rambler Metals and Mining plc (AIM: RMM) ("Rambler" or the "Company"), a copper and gold producer, explorer, and developer, today announces the structure and terms of a corporate refinancing that will position the Company to re-establish full production, implement options for increased production and continue with highly prospective exploration. All currency references in this press release are in U.S. dollars except as otherwise indicated.
Note Financing
Rambler has entered into a binding term sheet for a US$ 5million conditional secured loan from institutional investor West Face Capital Inc. ("West Face") ("Note Financing"). The principal terms of the Note Financing are:
· US$ 5million senior secured notes with a 3 year term at 10% interest per annum payable bi-annually, the principal to be repaid as a single bullet payment with early repayment provision, and carries 5 year warrants to purchase up to 10% of the equity capital of the Company, as fully diluted by the proposed equity financing ("Equity Raising") and conversion of the convertible loan notes and bridging loans set out below, at the same share price as the equity placement price anticipated by the Note Financing transaction;
· The Note Financing carries covenants typical for this type of transaction;
· The intention is to replace the term sheet with a binding Note Financing agreement;
· The Note Financing will be secured as a first ranking charge over the assets of the Company, including secured guarantees from all controlled subsidiaries of the Company;
· Mandatory covenant to repay the Note Financing with the proceeds of future asset sales and/or equity financings;
· The Note Financing is subject to the following, inter alia, conditions precedent:
1. Completion of non-core asset sales and a concurrent Equity Raising sufficient to generate minimum net proceeds of US$ 15 million, when combined with the net proceeds of the Note Financing;
2. Unsecured creditor plan of arrangement and repayment schedule for trade payables in arrears, satisfactory to West Face;
3. Conversion of all existing convertible notes in issue ("CLNs"), together with accrued interest, into equity at the same price as the Equity Raising. The total principal of the CLNs is US$ 7m and the accrued interest at the end of August 2020 stands at US$ 0.72m;
4. Conversion of bridging loans from CE Mining III Rambler Limited and Aether Real Assets Co-Investment I, L.P, entered into on 7 May 2020 and 2 June 2020, US$ 1m and US$ 0.83m, respectively, and total accrued interest at the end of August 2020 of approximately US$ 53,000 at the proposed Equity Raising price;
5. Repayment of the Sandstorm working capital loan of US$933,218 in full;
6. Satisfactory due diligence - business, legal, environmental, tax and regulatory;
7.