5 Dec 2013 14:31
5 December 2013
Stratmin Global Resources Plc
('StratMin' or the 'Company')
Issue of Convertible Loan Notes
StratMin (AIM: STGR), the graphite production and exploration company with assets in Madagascar, announces that it has entered into a funding arrangement with Darwin Strategic Limited, ("Darwin") under which Stratmin will issue to Darwin £750,000 15 per cent senior secured convertible loan notes (the "Tranche One Notes") and, subject to the agreement of both the Company and Darwin to proceed with the same, will issue a further tranche of £750,000 loan notes on the same terms as the Tranche One Notes, for a potential aggregate subscription of up to £1,500,000.
The proceeds of the Tranche One Notes will be used by StratMin to purchase and install further milling capacity at the Company's Loharano plant in order to increase graphitic carbon content in Stratmin's graphite to commercial grades of up to 90 per cent, and for working capital as the Company works towards cashflow break even.
Manoli Yannaghas, Managing Director of StratMin, said: "These funds allow us to further develop the plant, which will increase the value of the end product. The Darwin funding is a vote of confidence in the ability of Stratmin to deliver a high grade graphite product and the second tranche provides us with financial flexibility as we move towards cashflow break even."
For further information please visit the Company's website (www.stratminglobal.com) or contact:
StratMin Global Resources Plc Manoli Yannaghas (Managing Director) | +44 (0) 20 7467 1700 |
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Peel Hunt LLP (Nomad & Broker) Matthew Armitt / Ross Allister | +44 (0) 20 7418 8900 |
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Blythe Weigh Communications Tim Blythe / Halimah Hussain / Camilla Horsfall | +44 (0) 20 7138 3204 |
Details of the Convertible Notes
The aggregate senior secured convertible loan notes of up to £1,500,000 are split into two tranches of £750,000 each and the Tranche One Notes to be issued to Darwin today comprise the first tranche under the subscription agreement.
The tranche two loan notes may be subscribed no earlier than six months from today's date by mutual agreement between Darwin and Stratmin. The subscription of the tranche two notes is conditional on satisfaction of various conditions precedent including that the directors of the Company have the requisite shareholder authority to allot any ordinary shares to Darwin on conversion of the tranche two loan notes.
The Tranche One Notes are required to be redeemed by the Company (subject always to the conversion rights) in cash in six equal instalments ("Amortisation Payment") on each of the 20, 40, 60, 80, 100 and 120 Trading Days after the Trading Day which is 3 March 2014.
The Company may satisfy all or any part of any Amortisation Payment by issuing new ordinary shares to the holders of the Tranche One Notes ("Noteholders"). On an exercise of the conversion rights, the Company will issue such number of ordinary shares as are equal to the amount of the Amortisation Payment to be converted by the Company divided by the lower of (a) 19.48 pence and (b) 90% of the arithmetic average of the lowest 10 trading volume weighted average prices ("VWAP") during the 20 consecutive trading days immediately prior to the relevant Amortisation Date.
The Company may at any time purchase the Tranche One Notes from Noteholders by tender (available to all Noteholders) or by private treaty at any price.
Details of the security
Repayment of the Tranche One Notes will be secured by (i) a share pledge to be entered into between Stratmin's wholly owned subsidiary, Graphmada Equity Pte Limited ("SingaporeCo") and Darwin in relation to SingaporeCo's shares in Graphmada Sarl ("Graphmada Madagascar") and (ii) a charge over intra-group debts to be entered into between the Company and Darwin.
Details of the Warrants
In conjunction with the subscription of the Convertible Notes, the Company is granting Darwin three year warrants with the right to subscribe in cash for 4,024,402 ordinary shares.
The subscription price for the exercise of the Warrants shall initially be 18.64 pence and shall be re-set on the 6 month anniversary of the Warrants being issued to a price which will be the lower of (a) 18.64 pence and (b) 95% of the arithmetic average of the daily VWAP of an ordinary share for the 6 month period ending on the re-set date.