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Equity Funding Agreement

13 Mar 2013 13:49

RNS Number : 9301Z
Oxus Gold PLC
13 March 2013
 



OXUS GOLD PLC

("Oxus Gold" or the "Company")

£3.6m Equity Funding Agreement

The Board of Oxus Gold is pleased to announce that it has today amended the Terms of its existing Equity Finance Facility ("EFF") with Darwin Strategic Limited ("Darwin"), a subsidiary of Henderson Global Investors Volantis Capital ("Henderson Volantis"), the terms of which were announced on 20 August 2012.

Under the new terms, Darwin will provide Oxus Gold with a maximum amount of £3,600,000 over the next 18 months. This new long term funding arrangement with Darwin and Henderson Volantis, allows Oxus Gold to both minimise dilution and provide a level of certainty over its working capital requirements for the next 18 months, while allowing the management team to focus its full attention on the International arbitration and delivering fair value to shareholders.

Richard Shead, Chairman of Oxus Gold commented: "The restructured facility with Darwin allows for Oxus Gold to manage its monthly cash-flow with more certainty and in a more orderly fashion. This will in turn free up management time to concentrate on the International Arbitration against the Uzbekistan Government which is progressing as expected.

I remain confident that with the facility, as restructured, in place and with partners of the calibre of Calunius Capital LLP and Darwin supporting our case we will continue with our claim in order to return value for all our stakeholders."

 

For further information on Oxus Gold PLC visit www.oxusgold.co.uk or contact the following:

 

Oxus Gold PLC

Tel: +44 (0) 20 7907 2000

Richard Shead

S P Angel Corporate Finance LLP

Tel: +44 (0) 20 7598 5368

Ewan Leggat / Laura Littley

Darwin Strategic

Jamie Vickers / Anand Sambasivan

Tel: +44 (0) 20 7938 5754

 

 

 

Terms of the Funding Agreement:

Under the new agreement, Darwin will fund a minimum amount of £1,800,000 (or up to £3,600,000 if agreed by the Company and Darwin) made available to the Company in minimum monthly tranches of £100,000 for up to 18 months. The size of the tranches can be increased to £200,000 by mutual consent between Darwin and the Company and may be reduce in certain circumstances.

The subscription price for Ordinary Shares to be subscribed by Darwin in each tranche will be at 92.5% of the average of the three lowest daily volume weighted average prices ("VWAP") during the 17 trading days starting on 12 March 2013.

Darwin also has the option to subscribe for such number of additional Ordinary Shares as it shall determine, up to maximum value of £200,000, twice during the Commitment Period at 130% of the VWAP over the 20 trading days prior to signing the agreement. This right will lapse upon announcement of the result of the Arbitration.

The Company has the ability to set a floor price below which no Ordinary Shares will be issued to Darwin. The Company has the right (with the consent of its Nomad and of Darwin) to modify that floor price at certain times during the Commitment Period.

Darwin has the right, at its discretion, to pause the minimum monthly tranches if the share price is trading below the floor price set for three consecutive trading days. The maximum amount of any individual tranche may not exceed £200,000 or 25 per cent of the Company's issued share capital following completion of the relevant tranche. The size of any individual tranche may be reduced in certain circumstances, including where the minimum price is not maintained.

Darwin may at the end of the 20 trading day pricing period offer to the Company to subscribe for a greater number of Ordinary Shares than their commitment and at an alternative subscription price and if accepted by the Company shall be settled within the terms of the Facility.

Darwin's obligation to subscribe is, inter alia, conditional upon the Company having the requisite shareholder authority to issue the Ordinary Shares that Darwin is required to subscribe for in any given tranche. Darwin may direct allotments under the Facility to its parent fund, Henderson Global Investor's AlphaGen Volantis Fund.

As a condition of the Facility, the subscription price of the 3 million warrants granted to Darwin pursuant to the Warrant Instrument dated 20 August 2012, is to be reduced from 4p per Ordinary Share to 3.25p per Ordinary Share.

This new agreement replaces the existing EFF. Either party may terminate this agreement on not less than 60 day's notice at any time.

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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