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MMH - Miranda Mineral Holdings - Shareholder financing support for Miranda
Miranda Mineral Holdings Limited
(incorporated in the Republic of South Africa)
Registration number: 1998/001940/06)
Share code: MMH
ISIN: ZAE000074019
("Miranda" or "the Company" or "the Group")
SHAREHOLDER FINANCING SUPPORT FOR MIRANDA
Introduction and Rationale
Shareholders are referred to the announcement dated 17 June 2011, wherein it was
stated that the board had resolved to discontinue the capital raising involving
Global PS Mining Investments Company Limited ("Global PS"), and that the Company
was considering alternative financing sources to meet the funding requirements
of the Company. In connection with this, the Board has reached agreement with
its major shareholders to secure short term financing and commitments for medium
term funding support for the Company.
Short-Term Convertible Loan Facility
The Company has reached agreement ("the Agreement") with Global PS to provide a
convertible loan facility to the Company. The facility will enable the Company
to fund interim approved working capital requirements, expenditure items and
other necessary expenses relating to its mineral rights and its day to day
operating costs.
In accordance with the Agreement, Global PS will provide the Company with a R10
000 000 (Ten Million Rand) facility, which will bear interest at the prime
interest rate. Global PS has agreed to increase the amount of the facility above
the stated amount, in its discretion.
The facility amounts will be advanced to the Company in not less than three
tranches. The Agreement contains terms and conditions that are typical for
facilities of this nature.
In the Agreement, the Company acknowledges and confirms the terms of certain
additional loans in the amount of R6 657 685, which were previously advanced to
the Company by Global PS ("the Additional Loans"). The maturity date under the
Agreement is January 2012.
Pursuant to the Agreement, Global PS may, after 60 days from the signature date
of the Agreement and provided that the necessary shareholder approvals have been
obtained, require that the Company convert, in full or in part, the outstanding
amounts advanced under the facility, together with the Additional Loans, into
shares of the Company. The conversion price will be determined based on the
weighted average traded price of the Company`s shares measured over the 30
business days prior to the date of the conversion.
If Global PS advises the Company in the future that it intends to proceed with
the conversion, the Company shall release a formal announcement regarding the
issue of shares for cash and send a circular to shareholders in accordance with
the Listings Requirements of the JSE.
Medium Term Shareholder Financing Support
In addition to the above short-term agreement, Global PS and Yakani Resources
(Proprietary) Limited("Yakani"), as major shareholders in the Company, have
agreed to the following:
Yakani has provided loan facilities to the Company in the aggregate amount of R2
529 367, which will bear interest at the prime interest rate. The final maturity
date under these agreements is January 2012;
Global PS has agreed to defer payment of certain management fees in the amount
of R1,067,500 for at least six (6) months;.
Yakani has agreed to defer payment of certain management fees in the amount of
R798,000 for at least six (6) months; and
in addition, Global PS and Yakani, as substantial shareholders in the Company,
have stated that they are prepared (subject to approval of terms by the
Company`s Board of Directors), to commit to providing the Company with the
funding and other financial support needed by the Company in the next 6 - 12
months, to enable the Company to address its medium term funding needs. The
exact quantum and form of such funding (ie debt, equity, convertible debt), will
be negotiated and agreed between the parties in due course.
Centurion
2 August 2011
Sponsor
PricewaterhouseCoopers Corporate Finance (Pty) Ltd
Corporate adviser
Touchstone Capital (Pty) Ltd
Date: 02/08/2011 15:30:01 Supplied by www.sharenet.co.za
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