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ALPHAMIN RESOURCES CORPORATION - Alphamin completes annual filings and updates terms of proposed offering of shares

Release Date: 07/05/2020 15:54
Code(s): APH     PDF:  
 
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Alphamin completes annual filings and updates terms of proposed offering of shares

Alphamin Resources Corp.
Continued in the Republic of Mauritius
Date of incorporation: 12 August 1981
Corporation number: C125884 C1/GBL
TSX-V share code: AFM
JSE share code: APH
ISIN: MU0456S00006

             NOT FOR DISTRIBUTION IN THE U.S. OR TO U.S. NEWSWIRE SERVICES

                          ALPHAMIN COMPLETES ANNUAL FILINGS
                   AND UPDATES TERMS OF PROPOSED OFFERING OF SHARES

MAURITIUS – May 7, 2020 – Further to the press release of Alphamin Resources Corp. (AFM:TSXV,
APH:JSE AltX, “Alphamin” or the “Company”) dated April 28, 2020, the Company is pleased to
announce that the 2019 annual filings have now been completed. The filings include the Company's
annual audited consolidated financial statements for the twelve months ended December 31, 2019 and
related Management Discussion & Analysis. The documents are now available for viewing and
download under the Company's SEDAR profile at www.sedar.com.

Alphamin also wishes to update the terms of its proposed offering of a minimum of US$30 million and
a maximum of US$35 million of common shares announced by the Company on April 27, 2020. The
Company is proposing to issue in a private placement for cash up to 161,142,857 common shares at a
price of C$0.14 for gross proceeds of up to C$22,560,000 (approximately US$16 million). Of this
amount, 60,428,571 common shares (approximately US$6 million) have been subscribed for by the
Company’s major shareholder, Tremont Master Holdings (“Tremont”). Other insiders of Alphamin
intend to participate in the private placement to a maximum of 4,673,757 common shares. In addition,
the Company also intends to complete concurrent shares for debt transactions of up to C$29,610,000
(approximately US$21 million) that would result in the issuance of up to 211,500,000 additional common
shares at a deemed price of C$0.14 per share. Of this amount, and as previously announced,
191,357,143 common shares are to be issued to Tremont for the assignment and transfer by Tremont
to Alphamin of US$19 million of the amount owning to Tremont under the senior secured credit facility
(the “Credit Facility”) made to Alphamin’s 80.75% subsidiary, Alphamin Bisie Mining S.A. (“AFM”). The
balance of the shares may be issued to arm’s length third-party creditors of AFM under similar debt
settlements. The proposed private placement and debt settlement transactions are conditional upon
each other and subject to a minimum of an aggregate of 302,142,857 shares (US$30 million) and a
maximum of 352,500,000 shares (US$35 million) being issued collectively under the transactions.

As announced by Alphamin on April 27, 2020, the proposed private placement and shares for debt
transactions are being undertaken in connection with certain amendments to the Credit Facility intended
to reduce debt service costs, reduce mandatory debt repayments and provide more favourable financial
covenants moving forward. The completion of the proposed transactions will result in the prepayment
of a minimum of US$31.2 million in principal under the Credit Facility, with US$19 million to be settled
under the proposed shares for debt transaction with Tremont and a minimum of an additional US$12.2
million to be prepaid from the proceeds of the private placement and existing cash resources.

As partial consideration for the proposed amendments to the Credit Facility announced on April 27,
2020, Alphamin is required to issue to two arm’s length lenders, Sprott Private Resource Lending
(Collector), L.P. and Barak Fund SPC Limited, an aggregate of 2,014,284 common shares at a deemed
price of C$0.14 per share (“Bonus Shares”). The issuance of the Bonus Shares and the shares
issuable under the proposed private placement and debt settlement transactions are subject to the
receipt of all necessary regulatory approvals, including the approval of the TSX Venture Exchange.

The transactions described above are expected to be completed on or about May 11, 2020.
The securities to be offered as described in this press release have not been, and will not be, registered
under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) or any U.S. state
securities laws, and may not be offered or sold in the United States or to, or for the account or benefit
of, United States persons absent registration or any applicable exemption from the registration
requirements of the U.S. Securities Act and applicable U.S. state securities laws. This news release
shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States,
nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale
would be unlawful.

FOR MORE INFORMATION, PLEASE CONTACT:

Maritz Smith
CEO
Alphamin Resources Corp.
Tel: +230 269 4166
E-mail: msmith@alphaminresources.com

JSE Sponsor
Nedbank Limited (acting through its Corporate and Investment Banking Division)
7 May 2020

CAUTION REGARDING FORWARD LOOKING STATEMENTS
Information in this news release that is not a statement of historical fact constitutes forward-looking
information. Forward-looking statements contained herein include, without limitation, statements
relating to anticipated execution of a definitive agreement for amendments to the Credit Facility and
anticipated completion of the proposed private placement and shares for debt transactions and use of
proceeds therefrom. Forward-looking statements are based on assumptions management believes to
be reasonable at the time such statements are made. There can be no assurance that such statements
will prove to be accurate, as actual results and future events could differ materially from those
anticipated in such statements. Accordingly, readers should not place undue reliance on forward-
looking statements. Although Alphamin has attempted to identify important factors that could cause
actual results to differ materially from those contained in forward-looking statements, there may be other
factors that cause results not to be as anticipated, estimated or intended. Factors that may cause actual
results to differ materially from expected results described in forward-looking statements include, but
are not limited to: uncertainties regarding global supply and demand for tin and market and sales prices,
impacts of the global Covid-19 pandemic on mining operations and commodity prices, volatility of the
capital markets and fluctuations in the price of Alphamin’s shares as well as those risk factors set out
in the Company’s Management Discussion and Analysis and other disclosure documents available
under the Company’s profile at www.sedar.com. Forward-looking statements contained herein are
made as of the date of this news release and Alphamin disclaims any obligation to update any forward-
looking statements, whether as a result of new information, future events or results or otherwise, except
as required by applicable securities laws.


Neither the TSX Venture Exchange nor its regulation services provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news
release.

Date: 07-05-2020 03:54:00
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