Oxus Gold Plc Regulatory News (OXS)

16 October 2015

OXUS GOLD PLC

("Oxus" or the "Company")

Amendments to and Conversion of Convertible Loan Notes

Oxus Gold plc is pleased to announce that by Deed of Variation dated 15 October 2015 (the "2015 Deed") the terms of its Convertible Unsecured Loan Notes 2010 (as amended by a Supplemental Deed dated 6 January 2010 and a Deed of Variation dated 1 August 2012) (the "Notes") have been amended and all remaining loan note holders have agreed to convert outstanding principal and interest relating to the Notes into ordinary shares of the Company ("Ordinary Shares").

Before the 2015 Deed was completed, the Notes were due to be repaid on the earlier of 14 December 2015; the date on which the proceeds of an award, settlement or other realisation for value in the UNCITRAL arbitral proceedings against the Republic of Uzbekistan are received by the Company; or 60 calendar days from the date on which the proceedings conclude or terminate in the case where no payment is receivable by the Company.

Pursuant to the 2015 Deed, and in consideration of the Noteholders agreeing to the immediate conversion of the Notes into Ordinary Shares, the conversion price per share of the principal amount of the Notes plus capitalised interest to 5 July 2012 has been reduced from 12p to 8p. 

As a result, 50,878,763 Ordinary Shares have today been issued to RAB Special Situations (Master) Fund Limited ("RAB SS") pursuant to the conversion of Notes plus capitalised interest to 5 July 2012 at 8p per share.

In addition, 3,790,471 Ordinary Shares have today been issued to RAB SS in lieu of accrued interest for the period 6 January 2015 to 15 October 2015. This figure has been calculated using the formula in the terms of the Notes which provides for any interest accruing after 5 July 2012 to convert at the average closing mid-market share price for the Company for each 6 month interest period. RAB SS converted all accrued interest between 5 July 2012 and 5 January 2015 into Ordinary Shares in March 2015.  

51,779,497 Ordinary Shares have today been issued to Trident Trust Company (Malta) Limited ("Trident") pursuant to the conversion of Notes plus capitalised interest at 8p per share. In addition, 22,598,914 Ordinary Shares have today been issued to Trident in lieu of accrued interest for the period 6 July 2012 to 15 October 2015. These shares were issued using the same formula referred to above and in accordance with the terms of the Notes.

Application has been made for a total of 129,047,645 new Ordinary Shares to be admitted to trading on the AIM Market of the London Stock Exchange. The new Ordinary Shares will rank pari passu with existing Ordinary Shares and dealings are expected to commence on 22 October 2015.

Following the issue of Ordinary Shares as set out above, the Company's issued share capital now consists of 703,789,225 Ordinary Shares, none of which are held in Treasury. Therefore, the total number of voting rights in the Company is 703,789,225.

Richard Shead, Chairman, commented: "I am pleased that agreement has been reached with regard to the remaining convertible loan notes. The Board believes that the additional dilution resulting from the change in conversion price from 12p to 8p is more than compensated by the removal of the liability to repay $12 million on 14 December 2015, as well as removing the ongoing interest accrual. This, together with the facility recently announced with Darwin, significantly strengthens the financial position of the Company".

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