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Pin to quick picksChina Nonferr Regulatory News (CNG)

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Confirmation of Debt Financing and Takeover Code

25 May 2012 07:00

Kryso Resources Plc

("Kryso" or the "Company")

CONFIRMATION OF DEBT FINANCING AND TAKEOVER CODE

Shareholder Loan

Kryso Resources Plc (AIM: KYS), the mineral exploration and development company with gold and nickel-copper projects in Tajikistan, is pleased to announce that China Nonferrous Metals Int'l Mining Co., Ltd. ("CNMIM"), which is the Company's largest shareholder with approximately 26% of the Company's issued share capital, has agreed to provide a secured loan facility to the Company (the "Loan"), which completes the planned debt financing requirement for its principal gold project in the Republic of Tajikistan.

The Loan will be made on commercial terms in two denominations of US$ 10 million and RMB 530 million (approximately US$ 83.5 million). The Loan will be used to finance the design, construction, operation and administration of the Pakrut gold mine in the Republic of Tajikistan, of which Kryso has 100% ownership through its indirect subsidiary, Limited Liability Company Pakrut ("LLC Pakrut") and provide the Company with general working capital.

The Company expects to draw down the Loan by 20 June 2012. The US$ 10 million amount of the Loan will be disbursed by CNMIM directly to the Company's bank account, whereas the RMB 530 million amount of the Loan will be disbursed by CNMIM entering into contracts with and making payments to third parties in connection with the purpose for which the Loan is provided at the Company's direction and on behalf of the Company and/or LLC Pakrut as their agent. Repayment of the Loan will be made in USD, which minimises the Company's currency exposure.

The terms of the Loan include an annual fixed interest rate of 9% together with a one-off management fee of 0.5%, which is payable upfront. The Loan is repayable in equal instalments commencing in November 2014, with the final repayment date of the Loan being 31 May 2017. In the event there are delays in the Company repaying any of the Loan, default interest at a rate of 13.5% per annum will be applied on any overdue amount from the date on which it is due until the date on which it is re-paid. The Loan is governed by the law of China.

The Loan is secured by means of a pledge (the "Pledge") granted by Kryso Resources Limited ("KRL"), Kryso's wholly-owned subsidiary, to CNMIM over its 100% equity interest in LLC Pakrut, the indirect subsidiary of the Company which owns the Pakrut gold mine project. The Pledge is governed by Tajik law.

As CNMIM is a substantial shareholder in the Company, pursuant to AIM Rule 13, the provision of the Loan by CNMIM to the Company is deemed to be a related party transaction. The Company's board of directors (excluding Tao Luo and Weili (David) Tang, who are appointees of CNMIM (the "Independent Board") considers, having consulted with Kryso's Nominated Adviser, Investec Bank Plc, that the terms of the Loan and its related security and agency arrangements are fair and reasonable insofar as the shareholders of Kryso are concerned. On the basis of this advice the Independent Board has approved these arrangements, including the Loan.

Planned Exercise of Warrants

Kryso reports that it has received a letter from CNMIM indicating that in due course it intends to exercise the warrants issued to it by the Company in 2010 to subscribe for 73,333,333 ordinary shares in the capital of the Company at £0.21 per share. Such exercise would raise gross proceeds of approximately £15.4 million for the Company and take CNMIM's shareholding to approximately 40.7% of the Company's issued share capital.

Application of Takeover Code

Although the Company is incorporated in and has its registered office in England, the Board believes that the Company's place of central management and control ("PCCM") is now located outside the United Kingdom, the Channel Islands and the Isle of Man.

Accordingly, the Board believes that the Company is no longer subject to the City Code on Takeovers and Mergers (the "Code") by virtue of its PCCM no longer being in the United Kingdom, the Channel Islands or the Isle of Man and the Takeover Panel has confirmed its view that the Company no longer falls within the jurisdiction of the Code.

In particular, investors should be aware that now the Company is not subject to the Code, CNMIM and other shareholders are able to increase their interests in voting rights in Kryso to 30% or more without having to make a mandatory offer under Rule 9 of the Code.

Craig Brown, Managing Director of Kryso, commented:

"We are delighted to have secured the debt financing requirement for the Pakrut project given the current challenging debt markets. Mine construction is already progressing well and, with debt financing now confirmed, we are on track to commence production in the second half of 2013."

For further information please visit the Company's website (www.kryso.com) or contact:

Kryso Resources Plc

Craig Brown, +44 (0) 20 7349 9160

Managing Director

or

Investec Bank Plc

Jeremy Ellis / Chris Sim / Neil Elliot, +44 (0)20 7597 5970

or

XCAP Securities Plc

Jon Belliss, +44 (0) 207 101 7070

or

Walbrook PR

Paul Cornelius / Louise Mason / Lianne Cawthorn, +44 (0)20 7933 8780

About the Pakrut Gold Project

The Pakrut gold project, of which Kryso has 100% ownership, is situated in Tajikistan approximately 12km northeast of the capital city Dushanbe. Pakrut has estimated total JORC compliant resources of 5,020,000 oz Au (assuming a cut-off grade of 0.5 g/t Au) and is located within the Tien Shan gold belt, which extends from Uzbekistan into Tajikistan, Kyrgyzstan and western China, and which hosts a number of multi-million ounce gold deposits.

About Tajikistan

Tajikistan is a secular republic located in Central Asia. The country is a member of the Commonwealth of Independent States and the Shanghai Cooperation Organisation. Tajikistan hosts numerous operating precious metal mines as well as the largest aluminium smelter in Central Asia. Kryso's management team has extensive experience in the mining industry in Tajikistan.

Copyright Business Wire 2012

Date   Source Headline
6th May 20214:35 pmRNSPrice Monitoring Extension
30th Apr 20214:41 pmRNSSecond Price Monitoring Extn
30th Apr 20214:35 pmRNSPrice Monitoring Extension
21st Apr 202112:57 pmBUSExtension of Auditor appointment
26th Mar 20211:54 pmBUSExtension to Loan Agreement
8th Mar 20219:58 amBUSExecution of New Loan Agreement
2nd Mar 20211:22 pmBUSFinancial Update
25th Feb 20218:33 amBUSChange of Registered Office
22nd Jan 20217:17 amBUSExecution of New Loan Agreement
13th Jan 20214:41 pmRNSSecond Price Monitoring Extn
13th Jan 20214:36 pmRNSPrice Monitoring Extension
29th Dec 20207:00 amBUSResult of AGM
21st Dec 20204:40 pmRNSSecond Price Monitoring Extn
21st Dec 20204:35 pmRNSPrice Monitoring Extension
3rd Dec 20207:00 amBUSNotice of AGM
30th Sep 20209:51 amBUSInterim Results for the Six-Month Period Ended 30 June 2020
28th Sep 20202:28 pmBUSBoard Changes
11th Sep 20207:13 amBUSExtension of Procurement Agreement
5th Aug 20209:46 amBUSFinal Results for the Twelve Months Ended 31 December 2019
15th Jul 202010:47 amBUSExtension to Loan Agreement
3rd Jul 20204:28 pmBUSUpdate on Reporting Timetable - Replacement
29th Jun 202011:28 amBUSUpdate on Reporting Timetable
9th Apr 20204:36 pmBUSExecution of New Loan Agreement
24th Feb 20207:35 amBUS2019 Production Update
26th Sep 201912:07 pmRNSSecond Price Monitoring Extn
26th Sep 201912:02 pmRNSPrice Monitoring Extension
26th Sep 20197:33 amBUSInterim Results for the Six-Month Period Ended 30 June 2019
25th Sep 20195:36 pmBUSResult of AGM
29th Aug 201910:10 amBUSNotice of AGM
22nd Aug 20194:41 pmRNSSecond Price Monitoring Extn
22nd Aug 20194:36 pmRNSPrice Monitoring Extension
30th Jul 20197:51 amBUSBoard Changes
1st Jul 20197:00 amBUSExtension of CNMC Loans
1st Jul 20197:00 amBUSAnnual Report and Accounts
31st May 20197:43 amBUSChange of Nominated Advisor and Broker
21st Mar 20197:07 amBUSAppointment of CFO
29th Jan 20199:21 amBUSFinancial Update
22nd Nov 20187:45 amBUSResignation of Finance Director
16th Nov 201810:49 amBUSOperational Update
27th Sep 20187:00 amBUSInterim Results for the Six-Month Period Ended 30 June 2018
2nd Jul 201810:57 amBUSOperational Update
28th Jun 20189:45 amBUSAnnual Report and Accounts
20th Jun 20187:00 amBUSContract for the First-Stage Mining Project of the Pakrut Gold Mine
15th Jun 20187:52 amBUSConsultancy Contract for the Construction of Tailing Ponds
30th Apr 20187:23 amBUSOperational Update
5th Mar 20189:47 amBUSFinancial Update
2nd Mar 20181:11 pmBUSUpdate re Joint Broker
8th Feb 20187:00 amBUSExtension of Procurement Agreement
19th Dec 20177:03 amBUSBoard Changes
14th Dec 20177:00 amBUSExtension of Loan Agreement

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