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Alphamin completes offering of US$31 million of shares for prepayments of debts and signs amended credit facility ag
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 OFFERING OF US$31 MILLION OF SHARES FOR PREPAYMENTS OF
DEBTS AND SIGNS AMENDED CREDIT FACILITY AGREEMENT
MAURITIUS – May 14, 2020 – Alphamin Resources Corp. (AFM:TSXV, APH:JSE AltX, “Alphamin” or
the “Company”) is pleased to announce that it has completed its previously announced offering of
common shares pursuant to which an aggregate of 312,319,539 common shares were issued
(approximately US$31.01 million) (the “Offering”).
The Company issued for cash on a non-brokered private placement basis 100,819,541 common shares
at a price of C$0.14 for gross proceeds of approximately C$14,114,736 (approximately US$10.01
million). Of this amount, 60,428,571 common shares (approximately US$6 million) were acquired by
the Company’s major shareholder, Tremont Master Holdings (“Tremont”). Directors and officers of
Alphamin and their associates and affiliates acquired a further 4,673,755 common shares. The
Company also completed concurrent shares for debt transactions of C$29,610,000 (approximately
US$21 million) that resulted in the issuance of 211,499,998 additional common shares at a deemed
price of C$0.14 per share. Of this amount, 191,357,143 common shares were 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”). A further 20,142,856 common shares were issued to arm’s length
third-party creditors of AFM under similar debt settlements..
Tremont, based in Grand Baie, Mauritius, acquired direct ownership of 251,785,714 common shares
under the Offering. Prior to the Offering, Tremont directly owned 420,881,510 common shares and
warrants exercisable to acquire a further 100,350,245 common shares of the Company. Following the
Offering, Tremont now owns 672,667,224 common shares, representing approximately 57.09% of the
number of issued and outstanding common shares, as well as warrants to acquire up to a further
100,350,245 common shares of the Company. Assuming the exercise of all warrants by Tremont only
and no other exercises, Tremont would own up to approximately 60.45% of the number of common
shares of the Company on a partially diluted basis. Tremont has advised that they have acquired the
common shares in the Offering for investment purposes and may, depending on the market and other
conditions, increase or decrease its beneficial ownership of securities of the Company, whether in the
open market, by privately negotiated agreements or otherwise, subject to general market conditions
and other available investment and business opportunities.
As a result of the participation of Tremont and other insiders of Alphamin in the Offering, the Offering
was considered to be a “related party transaction” under Multilateral Instrument 61-101 (“MI 61-101”)
and TSX Venture Exchange Policy 5.9 (“Policy 5.9”). The Offering was exempt from the formal valuation
and minority shareholder approval requirements of MI 61-101 and Policy 5.9 however, as neither the
fair market value of the securities issued to insiders nor the consideration for such securities exceeded
25% of Alphamin’s market capitalization as calculated in accordance with MI 61-101 and Policy 5.9.
The participants in the Offering and the extent of such participation were not finalized until shortly prior
to the completion of the Offering. Accordingly, it was not possible to publicly disclose details of the
nature and extent of related party participation in the Offering at least 21 days prior to the completion
date.
The Offering was undertaken in connection with certain amendments to the Credit Facility detailed in
the Company’s press release dated April 27, 2020 which are now effective pursuant to an amended
and restated credit agreement among the parties. The amendments will reduce debt service costs,
reduce mandatory debt repayments and provide more favourable financial covenants moving forward.
The completion of the Offering resulted in the prepayment of US$31.2 million in principal under the
Credit Facility, with US$19 million settled under the shares for debt transaction with Tremont and a
further US$12.2 million prepaid from the net proceeds of the private placement and existing cash
resources.
As partial consideration for the amendments to the Credit Facility, Alphamin issued 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 Bonus
Shares and all shares issued under the Offering are subject to a 4 month hold period in Canada expiring
on September 14, 2020. No finder’s fees were paid in connection with the Offering.
The securities 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.
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)
15 May 2020
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: 15-05-2020 08:32:00
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