1 Mar 2018 07:00
1 March 2018
Wolf Minerals Limited
Grant of ASX Listing Rule Waiver for Bridge Facility Increase
Specialty metals producer, Wolf Minerals (ASX: WLF, AIM: WLFE) (Wolf or the Company) is pleased to advise that, further to the Company's announcement dated 28 February 2018 regarding the bridge facility with Resource Capital Funds increasing by up to a further £15 million to a total of up to £70 million, the Company has been granted a waiver of ASX Listing Rule 10.1.
The waiver allows Wolf, subject to certain conditions, to grant Resource Capital Fund VI L.P. (RCF VI) security for the increased bridge facility without shareholder approval. Details of the waiver and the conditions are provided below.
Waiver of ASX Listing Rule 10.1
The ASX has granted the Company a waiver from Listing Rule 10.1, to the extent necessary to permit the Company including its wholly owned subsidiary, Wolf Minerals (UK) Limited (Subsidiary), to grant security over its assets, including its shares in the Subsidiary and assets at the Hemerdon Project (the Security) in favour of a security trustee (Security Trustee) for the benefit of RCF VI, pursuant to a bridging loan facility (Bridging Loan Facility) under which RCF VI may provide the Company up to £70 million, without obtaining shareholder approval on the following conditions:
1. The Security includes a term that if an event of default occurs and the Security Trustee of RCF VI exercises its rights under the Security, neither RCF VI nor any of its associates can acquire any legal or beneficial interest in an asset of the Company or the Subsidiary in full or part satisfaction of the Company's obligations under the Security, or otherwise deal with the assets of the Company or the Subsidiary, without the Company first having complied with any applicable Listing Rules, including Listing Rule 10.1, other than as required by law or through a receiver, or receiver or manager (or analogous person) appointed by the Security Trustee or RCF VI exercising its power of sale under the Security and selling the assets to an unrelated third party on arm's length commercial terms and conditions and distributing the cash proceeds to RCF VI in accordance with its legal entitlements.
2. A summary of the material terms of the Security is made in each annual report of the Company during the term of the Security.
3. Any variation to the terms of the Security which is
a) not a minor change; or
b) inconsistent with the terms of the waiver,
must be subject to shareholder approval.
4. The Company must seek to discharge the Security when the funds advanced under the Security are repaid, or if it is not discharged, seek shareholder approval for the continuation of the Security for any further loan facility amount.
5. The Company immediately releases to the market its plans with respect to the repayment of the funds advanced under the Security and the discharge of the Security, including the timeframe within which it expects the repayment and discharge to occur.
On this point the Company advises that the loans will be repaid or converted within the remaining three year period and that the Security will be discharged at that time.
ENDS
For further details, please contact:
Numis Securities: John Prior/James Black/Paul Gillam +44(0) 20 7260 1000
Newgate: Adam Lloyd / Ed Treadwell +44 (0) 20 7653 9850
Wolf Minerals Limited: Richard Lucas + 44 (0) 17 5239 3235
About Wolf Minerals
Wolf Minerals is a dual listed (ASX: WLF, AIM: WLFE) specialty metals producer. In 2015, Wolf Minerals completed the development of a large tungsten resource at its Drakelands Mine, located at Hemerdon, in southwest England.