Bushveld Minerals Regulatory News (BMN)

Bushveld Minerals Ltd

("Bushveld" or the "Company")

Darwin Loan Agreement

Bushveld Minerals (AIM: BMN), a diversified mineral development company with projects in Southern Africa, today announces that it has entered into a new loan facility agreement with Darwin Strategic Limited ("Darwin") pursuant to which Darwin has conditionally agreed to provide a six month senior unsecured convertible loan facility of up to £2,600,000 (the "Darwin Loan Agreement"). Approximately £400,000, less facility costs, will be drawn down immediately by the Company for working capital purposes (the "First Drawdown").

Overview

The Darwin Loan Agreement provides Bushveld with access to immediate additional working capital through the First Drawdown. Furthermore, the remaining £2,200,000 which may be drawn in one or more tranches ("Supplemental Draws") offers an alternative financing solution, if necessary, to support the off-market takeover offer, announced 20 May 2015, to acquire all of the ordinary shares in Lemur Resources Limited ("Lemur") that the Company doesn't currently own (the "Offer"). Bushveld currently has a Relevant Interest in Lemur, as per the meaning given in section 9 of the Australian Corporations Act 2001 (Cth), of approximately 63.6%.

The Darwin Loan Agreement has been entered into in addition to the subscription agreement with Riveridge Limited announced 20 May 2015 (the "Riveridge Subscription"), and will enable Bushveld to reduce the minimum acceptance condition under the Offer from that number of Lemur shares which would result in Bushveld being entitled to compulsorily acquire any outstanding Lemur securities it does not currently own, as provided for under the Riveridge Subscription agreement, to holding a relevant interest in excess of 75% of the total shares in issue in Lemur. The Supplemental Draws offer an alternative financing solution to the Riveridge Subscription, with differing terms and conditions that increase the financing options available to the Company for the Offer.

Terms of the Darwin Loan Agreement

The Darwin Loan Agreement will incur interest at 1.5% per month on the principal amount of the facility (whether drawn down or not), being £39,000 per month. Such interest shall accrue and be payable in cash in a single payment at maturity, being six months following First Drawdown (the "Maturity Date"). Outstanding principal and interest under the Darwin Loan Agreement may be converted into ordinary Bushveld shares at 7p per share at the election of Darwin at any time between 28 August 2015 and the Maturity Date.

The Darwin Loan Agreement may be redeemed early in certain circumstances, including customary events of default and a change of control of Bushveld. The Company may also elect to redeem the Darwin Loan Agreement prior to the Maturity Date.

Terms of the Supplemental Draws

The ability to make Supplemental Draws is subject to the Company obtaining acceptances pursuant to the Offer for such number of shares in Lemur that would result in Bushveld having a relevant interest in excess of 75% of the total shares in issue in Lemur. Any Supplemental Draws are further conditional on Lemur having a minimum net cash balance of A$12,000,000 at the time Bushveld wishes to make a Supplemental Draw.

Other

Darwin currently holds no shares in Bushveld, but is an existing warrantholder in Bushveld with an interest in 3,000,000 warrants to subscribe for new ordinary shares, on a one-for-one basis, in Bushveld at a price of 8 pence each. As part of the Darwin Loan Agreement, Bushveld has also issued an additional 4,000,000 warrants to Darwin to subscribe for new ordinary shares in Bushveld on a one-for-one basis at a price of 10 pence each. The additional warrants are exercisable at any time during their three years term. Further to this issue, Darwin holds, in aggregate, 7,000,000 warrants in Bushveld (the "Darwin Warrants").

The Darwin Loan Agreement, if drawn down in full, could be converted into up to 40,485,714 new ordinary shares in Bushveld at a price of 7 pence per share and if the Darwin Loan Agreement is converted in full, and the Darwin Warrants are exercised in full, Darwin would become interested in 8.9% of the enlarged issued share capital of Bushveld.

Commenting on the agreement, Bushveld CEO Fortune Mojapelo said, "This facility provides us with flexibility in respect of the minimum acceptance conditions for our recently announced Offer for Lemur Resources. Significantly, Bushveld does not incur interest charges on both facilities simultaneously, but only on drawdown and it is the intention to get to the compulsory acquisition (roughly 90%) threshold in the first instance."

Contact

For further information on Bushveld please visit http://www.bushveldminerals.com or contact:

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Notes to the editor

Bushveld Minerals Limited is a mineral development company with a portfolio of vanadium-and titanium bearing iron ore and tin assets in Southern Africa.

The Company owns the Bushveld Vanadium Project, Bushveld Iron Ore Project and Mokopane Tin Project, located on the northern limb of the Bushveld Complex, South Africa. In addition, Bushveld has a controlling interest in Lemur Resources (ASX: LMR), that owns the Imaloto coal project in Madagascar.

Bushveld was admitted to the AIM of the London Stock Exchange in March 2012.