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Trafigura
The Company has entered into definitive documentation to amend the Existing Trafigura Facility Agreement (the "Amended Trafigura Facility Agreement").
The aggregate amount outstanding under the Amended Trafigura Facility Agreement is approximately £26,000,000 (the "Trafigura Facility Amount "). The headline term of the Trafigura Facility Amount is five years, with even quarterly repayments up to and including 31 March 2031.
Additionally, there is a cash sweep whereby: (i) 50 per cent. of the Company's revenues from any Asset (after deducting all group-wide costs, including financing charges) shall be applied bi-annually to redeem the loan; and (ii) the remaining 50 per cent. of such revenues shall be applied in repayment of the ORRI Cash Amount (as described below) (the "Cash Sweep"). The Cash Sweep will only apply to funds in excess of £2,000,000, such that the Company shall be entitled to retain a minimum cash balance of £2,000,000 to meet its projected operational and capital expenditure requirements for each
following 12 months.
If the ORRI Cash Amount has been fully repaid and any of the Trafigura Facility Amount remains outstanding, 100% of the Cash Sweep amount shall be applied in mandatory prepayment of the Trafigura Facility Amount.
The Trafigura Facility Amount carries an interest rate of SONIA plus eight per cent. per annum.
At the Company's sole discretion, an amount of interest equivalent to four per cent. per annum on the outstanding Trafigura Facility Amount (the
"Margin Warrant Amount") may also be satisfied by granting Warrants to Trafigura (" Margin Warrants").
In satisfaction and discharge of interest equal to four per cent. per annum on outstanding loans under the Amended
Trafigura Facility Agreement, the Company will also grant Warrants to Trafigura as follows (the " Interest Period
Warrants"):
· 107,824,711 Warrants in respect of £150,906.47 of accrued and unpaid interest in respect of the period ending on 31 December 2025; and
· 103,239,664 Warrants in respect of £144,489.45 of accrued and unpaid interest in respect of the period ending on 31 March 2026.
The Exercise Price of an Interest Period Warrant shall be £0.003, being 150% of the Issue Price. One Interest Period Warrant will entitle the warrant holder to subscribe for one new Ordinary Share at the Exercise Price. The Interest Period Warrants will expire five years from the date of grant.
The Company will also grant 5,000,000 additional Warrants to Trafigura (the "Additional Trafigura Warrants "). The Exercise Price of an Additional Trafigura Warrant shall be £0.02. One Additional Trafigura Warrant will entitle the warrant holder to subscribe for one new Ordinary Share at the Exercise Price. The Additional Trafigura Warrants will expire 12 months from the date of grant.
Covenants are tested semi-annually whilst events of default, representations and undertakings are those which are customary of senior secured debt