CAS.L Regulatory News (CAS)

For immediate release

24 December 2018

Crusader Resources Limited

("Company" or "Crusader")

Additional funding

The Board of Crusader Resources Limited (ASX:CAS, AIM:CAS) is pleased to announce that the Company has received subscriptions for an issue of further secured convertible notes to raise an additional A$0.5 million before costs ("Convertible Notes"), bringing the total funds raised under the Convertible Notes to A$1.4 million. The Board has approved the issue of a further A$0.1 million of Convertible Notes.

The proceeds from which the Convertible Notes will be used to provide general working capital for the Company.

The principal terms of the Convertible Notes are set out further below. The Company still intends to proceed with a pro rata entitlement issue to eligible shareholders ("Entitlement Issue"). The quantum and pricing for the Entitlement Issue is being finalised and the Board now expects to make a further announcement, including publication of the prospectus for the Entitlement Issue (together with a Notice of General Meeting), in January.

The Convertible Notes have a principal amount of A$100,000 each, carry an interest rate of 8% per annum payable in new fully paid ordinary shares ("Shares") at the 30-day volume weighted average price of Crusader Shares (subject to a floor price equal to the lower of A$0.01 or the Entitlement Issue price) and mature one year from the date of issue, unless converted. The Convertible Notes will be convertible into Shares in Crusader at a conversion price of the lower of A$0.01 or the Entitlement Issue price at any time up to 10 business days prior to the maturity date, at the election of the note holder.  The issue of Shares on conversion of the Convertible Notes and payment of interest is subject to the receipt of prior Crusader shareholder approval (at a General Meeting to be convened in due course). In the event that shareholder approval is not received, or certain other events occur, the principal amount of the loans and accrued interest will become immediately repayable to the investors in cash. 

Convertible Note subscription by Stephen Copulos

Pursuant to today's Convertible Note issue, Eyeon Investments Pty Limited (a company controlled by Stephen Copulos) subscribed for A$200,000 in Convertible Notes on the terms set out above. In aggregate, companies related to Stephen Copulos have now subscribed for A$500,000 of Convertible Notes. At a conversion price of A$0.01 per share, the conversion of these Convertible Notes would result in the issue of 50 million new shares (representing approximately 9.9 per cent of the current issued share capital of the Company. Stephen Copulos is a related party under the AIM Rules as he is both a former director within the last 12 months and a substantial shareholder and the issue of conversion rights to the Convertible Notes (which is subject to independent shareholder approval in due course) is a related party transaction under the AIM Rules (as well as the ASX Listing Rules).

The grant of security to the companies related to Stephen Copulos is subject to the receipt of prior shareholder approval in accordance with ASX Listing Rule 10.1.

Marcus Engelbrecht, Managing Director of Crusader said:

"I would like to thank investors for their continued support of the Company through the issue of the convertible notes and ongoing financing initiatives. The funds generated from the convertible notes will provide additional working capital for the Company prior to the completion of a Entitlement Issue that is expected to be launched in 2019, following which, work on the Borborema Bankable Feasibility Study will be accelerated."

The Directors of the Company consider, having consulted with the Company's Nominated Adviser, that the terms of the transaction, and in particular the proposed issue of conversion rights, are fair and reasonable insofar as its shareholders are concerned. In forming this view the Directors have taken into account the current financial position of the Company, the subscription by independent parties for the Convertible Notes and that the issue of conversion rights and grant of security to the entities associated with Stephen Copulos is subject to the approval of independent shareholders and the issue of a fair and reasonable third-party report in accordance with the rules of ASIC and ASX.

Special note concerning the Market Abuse Regulation

This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No 596/2014 ("MAR"). The person who arranged for the release of this announcement on behalf of the Company was Marcus Engelbrecht, Managing Director.

Website

A copy of this announcement is available from the Company's website at www.crusaderresources.com

Enquiries:

CAUTION REGARDING FORWARD LOOKING STATEMENTS

Information included in this release constitutes forward-looking statements. Often, but not always, forward looking statements can generally be identified by the use of forward looking words such as "may", "will", "expect", "intend", "plan", "estimate", "anticipate", "continue", and "guidance", or other similar words and may include, without limitation, statements regarding plans, strategies and objectives of management, anticipated production or construction commencement dates and expected costs or production outputs.

Forward looking statements inherently involve known and unknown risks, uncertainties and other factors that may cause the company's actual results, performance and achievements to differ materially from any future results, performance or achievements. Relevant factors may include, but are not limited to, changes in commodity prices, foreign exchange fluctuations and general economic conditions, increased costs and demand for production inputs, the speculative nature of exploration and project development, including the risks of obtaining necessary licences and permits and diminishing quantities or grades of reserves, political and social risks, changes to the regulatory framework within which the company operates or may in the future operate, environmental conditions including extreme weather conditions, recruitment and retention of personnel, industrial relations issues and litigation.

Forward looking statements are based on the company and its management's good faith assumptions relating to the financial, market, regulatory and other relevant environments that will exist and affect the company's business and operations in the future. The company does not give any assurance that the assumptions on which forward looking statements are based will prove to be correct, or that the company's business or operations will not be affected in any material manner by these or other factors not foreseen or foreseeable by the company or management or beyond the company's control.

Although the company attempts and has attempted to identify factors that would cause actual actions, events or results to differ materially from those disclosed in forward looking statements, there may be other factors that could cause actual results, performance, achievements or events not to be as anticipated, estimated or intended, and many events are beyond the reasonable control of the company. Accordingly, readers are cautioned not to place undue reliance on forward looking statements. Forward looking statements in these materials speak only at the date of issue. Subject to any continuing obligations under applicable law or any relevant stock exchange listing rules, in providing this information the company does not undertake any obligation to publicly update or revise any of the forward looking statements or to advise of any change in events, conditions or circumstances on which any such statement is based.

About Crusader

Crusader Resources Limited (ASX:CAS, AIM:CAS) is a minerals exploration and development company listed on the Australian Securities Exchange and the AIM Market of the London Stock Exchange. Its major focus is Brazil; a country Crusader believes is vastly underexplored and which offers high potential for the discovery of world class mineral deposits.

Crusader has two key gold assets:

Borborema Gold Project

The Borborema Gold Project is in the Seridó area of the Borborema province in north-eastern Brazil. It is 100% owned by Crusader and consists of three mining leases covering a total area of 29 km2 including freehold title over the main prospect area.

The Borborema Gold Project benefits from a favourable taxation regime, existing on-site facilities and excellent infrastructure such as buildings, grid power, water, sealed roads and is close to major cities and regional centres. The project's Ore Reserve includes Proven and Probable Ore Reserves of 1.61Moz of mineable gold from 42.4Mt @ 1.18g/t (0.4 & 0.5g/t cut-offs for oxide & fresh). The measured, indicated and inferred Mineral Resource Estimate of 2.43Moz @ 1.10g/t gold, remains open in all directions.

Juruena Gold Project

The Juruena Gold Project is located in the highly prospective Juruena-Alta Floresta Gold Belt, which stretches east-west for >400km and has historically produced more than 7Moz of gold from 40 known gold deposits. Historically there is a database of more than 30,000 meters of drilling and extensive geological data.

ENDS