Oriole Regulatory News (ORR)

Stratex International Plc / Index: AIM / Epic: STI / Sector: Mining

Stratex International Plc

('Stratex' or 'the Company')

Stratex Enters into Loan Facility & Juruena Variation Agreements

As part of a proposed acquisition announced on 18 May 2017, Stratex International plc, the AIM-quoted gold exploration and development company, announces that it has signed the following two conditional agreements which are necessary to enable the acquisition of Crusader Resources Limited ("Crusader") to proceed by way of a Scheme of Arrangement under Australian law (the "Scheme"). Both are variations to Crusader agreements, which could have resulted in the issue of Crusader shares. Subject to the Scheme being implemented, the variation agreements provide that Stratex shares rather than Crusader shares would be issued.

Variation to the Crusader Loan Facility 

Further to the Scheme Implementation Deed announcement of 15 June 2017, Stratex has entered into an agreement with Crusader and Eyeon Investments Pty Ltd ("Eyeon"), pursuant to which the terms of the existing A$1,500,000 unsecured convertible loan facility made available by Eyeon to Crusader (the "Loan Facility") has been amended in anticipation of the completion of the acquisition of Crusader (the "Loan Variation").

The Loan Facility, which is fully drawn, bears an annual interest rate of 12% and has a maturity date of 29 March 2018, entitles Eyeon (which is controlled by Stephen Copulos, a director and major shareholder of Crusader) to convert all or part of the loan facility into Crusader shares at a pre-determined price equal to the lower of $0.13 per share and the terms offered by Crusader at the most recent capital raising prior to the conversion date, at any time up to 10 days prior to the maturity date. The Loan Facility carries an establishment fee to be satisfied by the issue of 750,000 Crusader shares. The Loan Variation is conditional, and will take effect, upon the Scheme having been implemented (which, in turn, is conditional upon, inter alia¸ the approval of Stratex shareholders).

The Loan Variation provides for Stratex to assume all of Crusader's outstanding obligations, including the obligation to issue shares in the capital of Stratex, in lieu of Crusader shares. Accordingly, and assuming shareholders approve the proposed 20 for 1 share consolidation (refer to the announcement of 15 June 2017), the conversion price of the loan has been adjusted to the lower of 26.6 pence per Stratex ordinary share of 20 pence each ("Ordinary Share") or the issue price of the most recent capital raising undertaken by Stratex prior to the conversion date1. The number of Stratex Ordinary Shares to be issued in consideration of the establishment fee has been adjusted to 247,5001.

Variation to the Crusader agreement to acquire the Juruena Gold Project (the "Juruena Variation Agreement")

The Company has also entered into an agreement, inter alia, with Sandy Lake Gold Inc. (formerly Lago Dourado Minerals Ltd) (the "Seller") and Sunny Skies Investments Limited, pursuant to which the terms of the existing Juruena Gold Project sale and purchase agreement (the "Juruena SPA") are to be varied. This variation is also a condition to the implementation of the Scheme. The Juruena Variation Agreement is conditional, and will take effect, upon the Scheme being implemented.

Pursuant to the Juruena SPA, Crusader has an obligation to issue shares in the capital of Crusader as deferred consideration for the acquisition of the Juruena Gold Project, subject to the satisfaction of certain conditions, as follows: (i) 750,000 Crusader shares are to be issued to the Seller or its nominee upon the definition of an estimated JORC compliant gold resource of at least 400,000 ounces at greater than 10 g/t Au in the indicated category; and (ii) 750,000 Crusader shares are to be issued to the Seller or its nominee upon gold production at an annual rate of at least 20,000 ounces over a 90 day period, in each case from the mineral rights and within 5 years of completion of the Juruena SPA.

Upon the Juruena Variation Agreement becoming effective, the foregoing obligations to pay the deferred consideration shall be assumed by Stratex and varied, such that 247,500 Ordinary Shares are to be issued by Stratex upon the satisfaction of the condition specified in (i) above and a further 247,500 Ordinary Shares are to be issued by Stratex upon the satisfaction of the condition specified in (ii) above1.

1 Pursuant to the proposed 20 to 1 share consolidation detailed in the announcement of 15 June 2017, which will be subject to shareholder approval at a general meeting to be convened, the Loan Facility conversion price, the number of Ordinary Shares to be issued to satisfy the Loan Facility establishment fee and the number of Ordinary Shares to be issued to satisfy the Juruena Variation Agreement deferred consideration are stated on a post-consolidation basis.

* * ENDS * *

For further information please visit www.stratexinternational.com, email info@stratexplc.com, or contact:

Notes to Editors:

Since listing in 2006, Stratex has discovered more than 2.2 million ounces of gold and 7.09 million ounces of silver, as well as 186,000 tonnes of copper. The Company owns 15% of a copper-gold project at feasibility stage and an exciting exploration project in Senegal. The Company also has significant interests in Goldstone Resources Ltd, Thani Stratex Resources Ltd and Tembo Gold Corp. for their exploration projects in Ghana, Djibouti and Egypt, and Tanzania respectively.

The information contained within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014.