Now let's start making our way back up towards $0.50 for starters....
Wednesday December 17 2014 - News Release
Mr. Ampere Chan reports
ORACLE MINING CLOSES LOAN FACILITY
Oracle Mining Corp. has closed a secured convertible loan facility for an aggregate minimum principal amount of $6.7-million (U.S.) and a warrant for up to $20-million (Canadian) with Vincere Resource Holdings LLC. Vincere is a private entity, specializing in investing in late-stage mining projects that can be taken into production within 18 months.
The Loan is convertible into shares of the Corporation as further described in the December 8, 2014 news release "Oracle Mining signs indicative term sheet for minimum US$6.5 million and maximum US$7.5 million secured convertible loan and up CAD$20 million future project financing" (the "Announcement Release"). The Loan will mature on December 17, 2015, though it may be extended for up to six months at Vincere's option.
The Corporation's Arizona subsidiary, Oracle Ridge Mining LLC ("Subco"), has issued to Vincere a warrant to acquire up to 66.7% of the issued and outstanding equity interests of Subco for up to CAD$20,000,000 (the "Warrant"). Only up to CAD$5,000,000 of the Warrant for up to 49% of the issued and outstanding equity interests of Subco (the "Partial Warrant") will initially be exercisable. The Partial Warrant will become exercisable upon the earlier of February 15, 2015 and the date of the Special Meeting (as defined below), while the Warrant will be exercisable upon receipt of shareholder approval, by way of a special resolution, at a special meeting to be convened by the Corporation as soon as reasonably practicable, and no later than February 15, 2015 (the "Special Meeting"). For additional clarity, once shareholder approval is obtained for the Warrant, the Partial Warrant will expire and no longer be exercisable. The Partial Warrant and the Warrant may be exercised in whole or in part, and in one or more closings and will expire on the later of December 17, 2015 and the date all amounts under the Loan have been either repaid or converted in accordance with the terms of the Loan.
Oracle Mining intends to use the net proceeds from the Loan towards funding the completion of the technical work necessary to prepare the Oracle Ridge copper project, located 24 km northeast of Tucson, AZ, (the "Oracle Ridge Project") for construction including permitting, for partial elimination of indebtedness with Rich Stone Mining Investment (Hong Kong) Limited ("Rich Stone") and for working capital and general corporate purposes. The budget will be agreed upon by the Corporation and Vincere. Oracle Mining intends to use the net proceeds from the exercise of the Warrant or Partial Warrant to fund further development of the project and potentially construction, should a production decision be made at such time.In accordance with the rules of the Toronto Stock Exchange, Oracle Mining obtained written consent of a simple majority of its shareholders (other than Rich Stone) to the conversion feature of the Loan and the conversion of indebtedness of the Corporation to Rich Stone as described in the Announcement Release. For further information about the Loan, please see the Announcement Release.
Board Appointment
Oracle Mining is pleased to announce that, in connection with the Closing, Mr. Christophe Bernard has been appointed a director by the board of directors. Mr. Bernard is Co-President of Vincere Resource Group LLC. He started his professional career as an engineer in the energy sector before gaining extensive experience in structured and project finance. Mr. Bernard has spent more than 16 years providing capital for the construction of projects in the infrastructure, power, and mining sectors, most notably at BNP Paribas in New York, where he served in various positions including Co-Head of the Metals & Mining Structured Debt Group for the Americas until late 2011. Mr. Bernard has an MSc in Industrial Engineering from Arts & Metiers ParisTech, Paris, France, obtained an MBA in finance from Cox School of Business, Dallas, TX, and is a CFA Charter holder. Since acquiring the Oracle Ridge Project in September 2010, Oracle Mining has completed surface and underground drill programs, undertaken metallurgical, engineering and environmental studies, and secured a number of key permits that will be necessary to enable the Oracle Ridge Project to advance. The Corporation has not made any production decision with respect to the Oracle Ridge Project. A decision to proceed with production at the Oracle Ridge Project will be based upon the results of the feasibility study demonstrating economic and technical viability.This news release does not constitute an offer to sell or solicitation of an offer to sell any securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available. In accordance with section 5.2(2) of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions, the news release is being issued less than twenty one (21) days before the expected date of closing because the Corporation has an urgent need for funds and is seizing an opportunity to raise funds to advance the Oracle Ridge Project.