RE: RNS - Completion of financing1 Feb 2024 07:05
Bushveld Minerals Limited (AIM: BMN), the primary vanadium producer, is pleased to announce that, further to the announcements on 5 May and 27 November 2023, it has completed the refinancing of its unsecured convertible loan notes issued to OMF Fund III (F) Ltd. ("Orion") dated 29 September 2020. The Company has refinanced its convertible debt obligations of US$47.1 million (including accrued interest) (the "CLN Balance") as follows:
§ US$4.7 million of the convertible debt obligations capitalised into a subscription for 124,747,016 new ordinary shares. Orion was issued with 124,267,747 shares on 27 December 2023, the remaining balance of 479,269 shares will be issued on or around 6 February 2024.
§ A new convertible loan note of US$14.1 million maturing on 30 June 2028.
§ A term loan of US$28.3 million maturing on 30 June 2026.
§ Supplemental royalty at not more than 0.264% of Bushveld's gross revenues and reducing by 80% at the term loan maturity.
Craig Coltman, CEO of Bushveld Minerals commented:
"I am pleased to announce all conditions set out on the definitive agreement with Orion were met and the refinancing transaction is now completed. We thank Orion for their ongoing support towards the Company."
Key Terms of the Refinancing
§ 10% of the CLN Balance (US$4.7 million) capitalised into a subscription for 124,610,082 shares in Bushveld at 3.00p per share, a 48% premium to the 20-day weighted average share price (as at 24 November 2023).
§ 30% of the CLN Balance (US$14.1 million) to remain as a convertible loan note with the following revised terms ("New CLN"):
· Interest: 12% per annum.
· Conversion price: 3.99p.
· Maturity Date: 30 June 2028.
· Bushveld shall has a one-time right to redeem 50% (in whole and not in part) of the New CLN (principal and interest) on 30 June 2026, subject to the right of Orion to elect instead to covert the amount.
§ 60% of the CLN Balance (US$28.3 million) will be converted into a secured term loan ("Term Loan") on the following terms:
· Interest: 6.0% ("Margin") plus the greater of (I) 3-month Secured Overnight Financing Rate ("SOFR") and (ii) 3.0% per annum.
· Interest payable quarterly in arrears in cash starting from the last business day of the quarter in which the closing of the transaction occurs and on the last business day of each quarter thereafter. In the event that the Company has insufficient cash available to pay interest on its due date, the interest due on that date shall continue to accrue. While there is a continuing default, the Margin will be increased by 3%.
O Principal repayments structured to:
a. 25% of the Term Loan (US$7.1 million) to be repaid by 30 June 2024.
b. 30% of the Term Loan (US$8.5 million) to be repaid by 30 June 2025.
c. 45% of the Term Loan (US$12.7 million) to be repaid by 30 June 2026.