Issuance of Convertible Bonds

RNS Number : 6372R

Bushveld Minerals Limited

25 September 2017

 

25 September 2017

Bushveld Minerals Ltd

("Bushveld", "BMN" or the "Company")

Issuance of Convertible Bonds

Bushveld Minerals Limited (AIM: BMN), a diversified mineral development company with a portfolio of vanadium, tin and coal assets in Southern Africa, is pleased to announce that the Company has agreed to issue up to £8.0 million of unsecured convertible bonds to UK based fund, Atlas Capital Markets Limited, and its New York based joint venture company, Atlas Special Opportunities Limited (collectively the "Investor"). Further information on the Investor is disclosed at the end of the announcement.

Details of the Convertible Bond:

·     A total fundraising of up to £8.0 million through the creation and issuance of convertible bonds, with denomination of £25,000 each, which bear a coupon of 7.5 per cent per annum and have a maturity date of two years from the date of issuance (the "Maturity Date") (the "Convertible Bonds"). The Convertible Bonds are issued at 98 per cent of face value.

·     The Convertible Bonds will be issued in two tranches, the first tranche of £4,500,000 ("First Tranche") was issued on 22 September 2017, upon receipt of funds by the Company. The second tranche of £3,500,000 ("Second Tranche") is to be issued at the Company's discretion forty working days (which can be shortened by mutual agreement) after the date of issuance of the First Tranche, conditional upon receipt of funds by the Company and satisfaction of certain conditions precedent. It is the Company's current intention that it will issue the Second Tranche and a further announcement will be made at that time.

·     The Convertible Bonds are convertible into BMN ordinary shares at a price equal to the average of five days volume weighted average price (as published by Bloomberg) determined over the ten trading days immediately prior to receipt of a conversion notice by the Company from the Investor.

·     The Investor has agreed not to convert more than 25 per cent of the Convertible Bonds outstanding during every period of three calendar months (i) from 1 October to 31 December; (ii) from 1 January to 31 March; (iii) from 1 April to 30 June; and (iv) from 1 July to 30 September, subject to certain exceptions, and agrees not to short sell and/or borrow BMN ordinary shares at any point during the twenty-four month period from the date of issuance of the First Tranche.

·     A total of 6,250,000 warrants over BMN ordinary shares will be issued as part of the First Tranche and should the Company elect to issue the Second Tranche, a further 4,861,111 warrants will be issued. The warrants have a three year term, a strike price of 14.4p and are exercisable at any time.

·     The net proceeds receivable from the issue of the First Tranche will be applied to further developing the Company's vanadium and tin platforms, as well as providing general working capital. The net proceeds from the Second Tranche, assuming it is issued, will be applied in the same way.

·     The Company has the option to redeem the Convertible Bonds prior to the Maturity Date at 105 per cent of the face value of the outstanding Convertible Bonds to be redeemed. If a material change of ownership (being the acquisition of ownership of, or voting control or direction over, more than 50% of the issued and outstanding shares of the Company) occurs, or certain events of default occur, the Investor has the right to request redemption of all or part of the outstanding amount at 105 per cent of the face value of the outstanding Convertible Bonds to be redeemed.

·     On the Maturity Date, any unconverted Convertible Bonds will be converted into BMN ordinary shares, with such number of ordinary shares determined by dividing the principal amount of the unconverted Convertible Bonds by the average of the lowest three days volume weighted average price (as published by Bloomberg) during the period of fifteen consecutive trading days prior to the Maturity Date.

Fortune Mojapelo, CEO of Bushveld Minerals Limited, commented: "The Convertible Bonds provide the required capital to enable the Company to continue to deliver on its strategy to build the world's largest, lowest cost and most vertically integrated vanadium platform whilst also creating a standalone African focussed tin champion. The agreed limitations on conversion and retained early redemption option give us flexibility as we continue to grow the Company.

We are pleased to have established a new relationship with Atlas Capital Markets and Atlas Special Opportunities, with whom we look forward to working in future."

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

Enquiries: [e-mail]

Bushveld Minerals Limited

Fortune Mojapelo                                                                                           [phone]

Strand Hanson Limited (Nominated Adviser)

James Harris / Ritchie Balmer                                                                   [phone]

Beaufort Securities (Joint broker)

Jon Bellis                                                                                                             [phone]

SP Angel Corporate Finance (Joint broker)

Ewan Leggat                                                                                                       [phone]

Blytheweigh (Public Relations)

Tim Blythe / Camila Horsfall                                                                       [phone]

Gabriella von llle                                                                                             [phone]

Atlas Capital Markets Limited

Charles Ofori                                                                                                     [phone]

ABOUT BUSHVELD MINERALS LIMITED

Bushveld Minerals is a diversified AIM listed mineral development company with a portfolio of vanadium, iron ore, tin and coal greenfield assets in Southern Africa and Madagascar.  The Company's flagship vanadium platform includes the Mokopane Vanadium Project, the Brits Vanadium Project, and the Bushveld Iron Ore & Titanium Project. The tin platform comprises the Uis Tin Project in Namibia and the Mokopane Tin Project in South Africa, whereas the Imaloto Coal Project, which is being developed as one of Madagascar's leading independent power producers, makes up the Company's coal platform.

The Company's vision is to become the largest, low cost, integrated primary vanadium producer. This incorporates development and promotion of the role of vanadium in the growing global energy storage market through Bushveld Energy, the Company's energy storage solutions provider. Whilst the demand for vanadium remains largely anchored in the steel industry, Bushveld Minerals believes there is a strong potential for an imminent and significant demand surge from the fast-growing energy storage market, particularly through the use and adoption of Vanadium Redox Flow Batteries.

Bushveld Minerals' approach to project development recognises that whilst attractive project economics are imperative, they are insufficient to secure capital to bring them to account. A clear path to production with a visible timeframe, low capex requirements and scalability are important factors in retaining an attractive exit option. This philosophy is core to the Company's strategy in developing projects. Detailed information on the Company and progress to date can be accessed on the website: www.bushveldminerals.com.

ABOUT ATLAS CAPITAL MARKETS LIMITED AND ATLAS SPECIAL OPPORTUNITIES LIMITED

Atlas Capital Markets Limited is a pioneering investment firm with global reach. Its management has over a decade of experience and has successfully executed numerous deals across Europe.

Atlas Capital Markets Limited is based in London and has a joint venture company (Atlas Special Opportunities Limited) with Arena Investors LP, an investment company based in New York. Arena Investors LP is managed by a team of experienced professionals that has originated, structured and managed over US$10 billion in special situation financing and asset-orientated investments globally.

Detailed information on Atlas Capital Markets Limited and Atlas Special Opportunities Limited can be accessed on the website: http://atlascapitalmarkets.com

 

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