Loan Facility and Issue of Equity

RNS Number : 6983F

Eurasia Mining PLC

19 May 2017

 

Eurasia Mining plc (AIM: EUA)

("Eurasia" or the "Company")

Up to US$ 2 million Loan Facility and Issue of Equity

Related Party Transaction

Transaction by a PDMR

Eurasia announces that it has entered into new funding facilities for approximately US$ 2 million with three parties, including its existing funding provider Sanderson Capital Partners ('Sanderson'), a consortium of investors arranged through London based institution Riverfort Global Capital Ltd ('Riverfort') including Cuart Growth Capital Fund I ('Cuart') and YA II PN ('YA'), and finally, a further investment from the Company's non-executive director Dmitry Suschov

Highlights:

·    All obligations regarding a previous Sanderson loan (see RNS dated 21 December 2016) have now been settled.

·    This comprehensive financing package of more than US$2 million has been designed to provide the Company with sufficient working capital, and

·    integrated with cashflow from the Company's operating mine at West Kytlim will allow the Company to carry out its 2017 objectives.

Christian Schaffalitzky, Managing Director said: 'We feel our finances are now well arranged, especially in light of income from production at our West Kytlim Mine this year, in 2018 and for its projected 12-year life.'

Further details:

Sanderson Capital Partners financing

The loan agreement, entered into with Sanderson on 21 December 2016 (see RNS dated 21 December 2016) for a principal of £1 million has been repaid and a new facility comprising a principal amount of £250,000 has now been arranged with Sanderson Capital Partners Limited over a twelve-month term (the "Sanderson Loan Agreement"). The Sanderson Loan agreement is interest fee and has a repayment date of 12 May 2018  

Eurasia has applied for immediate drawdown of the Sanderson Loan, and accordingly a drawdown fee of 15%, and a 5% legal and documentation fee for a total of £50,000 are now due. This is to be satisfied by the issue of 10,526,316 ordinary shares at a price of £0.00475.

Under the terms of the Sanderson Loan Agreement the loan must be used for working capital purposes and Sanderson has the right (but not the obligation) to convert all or part of the loan into Ordinary Shares of the Company at a price of 0.475p per Ordinary Share.

Loan Agreement arranged by Riverfort Global Capital

The Company has also executed a loan agreement with YA II PN Limited, on behalf of a consortium of investors arranged by London based Riverfort Global Capital Ltd for US$1,250,000, with a repayment date of 15 May 2018 although this can be extended, by mutual agreement, for a further 6 months for a fee of 6% of the then outstanding principal (the "Riverfort Loan"). The loan agreement was executed with YA as the lead investor with a participation by Cuart Growth Capital Fund ('The Investors').

Eurasia has arranged for immediate drawdown of the whole Riverfort Loan.

Interest applies on the loan at a rate of 14% although with a three-month repayment holiday on both interest and principal. An implementation fee of US$100,000 is immediately deductible from the principal amount on transfer of funds.

 The Investors may elect, at their discretion, to convert all or part of the loan repayments (interest and principal) into shares in the Company, at, the lower of a share price of £0.006 and, 90% of the Company's lowest daily volume weighted average price('VWAP') during the five days prior to conversion.

In addition, the agreement includes the issue of Warrants to YA (and any affiliated party of YA), at 50% cover of the principal amount, and at a 20% premium to the VWAP in the 30 days preceding the agreement. Consequently the Company has today issued 80,749,333 warrants at an exercise price of £0.006 per warrant. The warrants issued shall have a subscription period of three years.

Loan Agreement with Dmitry Suschov

The Company today has executed an agreement with Dmitry Suschov for a convertible loan of up to US$500,000 (the "Suschov Loan Agreement").  The Suschov Loan is convertible at any time into Ordinary Shares in the Company, at a price of 0.475p per Ordinary Share.

Under the terms of the Suschov Loan Agreement US$500,000 will be immediately drawn down by the Company. Interest accrues on the Suschov Loan at a rate of 15% which is to be satisfied by either cash payments or the issue of equity at a price of 0.475p per Ordinary Share.

In addition, Dmitry Suschov will be issued with a warrant to subscribe, at any time for the next three years, for 10,000,000 Ordinary Shares in the Company at an exercise price of 1p, i.e. 217% of the current market share price.

Following this transaction, and assuming full conversion of the loan and exercise of warrants, Dmitry Suschov would be interested in 391,031,912 Ordinary Shares in the Company, representing 23.71% of the issued share capital.

The directors of the Company consider, having consulted with the Company's Nominated Adviser WH Ireland Limited, that the terms of the transaction are fair and reasonable insofar as the shareholders are concerned.

Issue of Equity

Following the execution of the Sanderson Loan Agreement, the Company has today issued and allotted new shares in lieu of the Sanderson drawdown and legal fees. The total number of shares issued amounts to 10,526,316 at a share price of £0.00475 ("Sanderson Shares").

Accordingly, application has been made for the Sanderson Shares to be admitted to trading on AIM and Admission is expected to become effective on 26 May 2017. The Sanderson Shares will rank pari passu in all respects with the Company's existing Ordinary Shares in issues.

Total Voting Rights

For the purposes of the Financial Conduct Authority's Disclosure and Transparency Rules ("DTRs"), the issued ordinary share capital of the Company following the allotment of the New Shares consists of 1,543,050,489 Shares with voting rights attached (one vote per Share). There are no Shares held in treasury. This total voting rights figure may be used by shareholders as the denominator for the calculations by which they will determine whether they are required to notify their interests in, or a change to their interest in, Eurasia under the DTRs.

Enquiries:

Eurasia Mining Plc

Christian Schaffalitzky/Michael de Villiers

[phone]

WH Ireland Limited

Katy Mitchell/Nick Prowting

[phone]

Beaufort Securities

Elliot Hance

[phone]

This announcement contains inside information for the purposes of Article 7 of Regulation 596/2014.

NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM

1	Details of the person discharging managerial responsibilities/person closely associated
a)	Name	Dmitry Suschov
2	Reason for the notification
a)	Position/status	Non-Executive Director
b)	Initial notification/ Amendment	Initial Notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Eurasia Mining plc
b)	LEI	N/A
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Ordinary Shares of 0.1 pence each GB0003230421
b)	Nature of the transaction	Issue of Convertible Loan with potential to convert into 105,263,157 Ordinary Shares Issue of 10,000,000 Warrants Over Ordinary Shares
c)	Price(s) and volume(s)	Price(s) Volume(s) 1 pence 10,000,000 0.475p                              105,263,157
d)	Aggregated information -     Aggregated volume -     Price	115,263,157
e)	Date of the transaction	19 May 2017
f)	Place of the transaction	London Stock Exchange, AIM

 

END

 

 

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