RE:Funding/DrawdownHigh debt, interest costs, closing fees, Nebari getting 4 million shares as a loan bonus
Sheesh
Nebari Tranche 3 Draw Down
In addition to releasing the quarterly financial results, the Company also announces that it has entered into an agreement to amend certain terms and drawn down a further USD $4,000,000 ("Tranche 3") of its Senior Secured Financing Facility (the "Financing Facility") provided by Nebari Gold Fund 1, LP, Nebari Natural Resources Credit Fund I, LP, and Nebari Natural Resources Credit Fund II, LP (collectively, "Nebari"), previously announced on January 13, 2023 and January 2, 2024. Including the gross up for the original issue discount, Tranche 3 represents a further US$4,347,826 of principal under the Financing Facility. Proceeds from the Financing Facility have to date facilitated construction and commissioning of the Company's 100% owned Tuvatu Gold Mine in Fiji, and Tranche 3 will facilitate investments as part of a Mine Enhancement Plan to stabilise and increase current production and prepare the mine to support future expansion of the process plant.
The Company has now fully drawn down the Financing Facility. In addition to amending the terms of the Financing Facility to facilitate drawing down Tranche 3, the Company amended certain reporting covenants.
Interest on the first USD $23 million drawn in Tranche 1 of the Facility remains at 8% (plus three-month SOFR), and amortization is on the Maturity Date 42 months from the original closing date, and no closing fees were payable. The USD $8 million drawn under Tranche 2 was subject to an 8% original issue discount and interest remains at 10% plus SOFR, with progressive amortization over 42 months from the Tranche 2 funding date, and closing fees equal to 2% of the amount funded. The USD $4 million drawn under Tranche 3 is subject to an 8% original issue discount and interest is 10% plus SOFR, with progressive amortization over 6 months from 30 June 2025, with closing fees equal to 2% of the amounts funded.
In connection with the drawdown of Tranche 3, the Company has agreed to issue Nebari an aggregate of 4,142,759 common shares in the capital of the Company as a loan bonus in accordance with the policies of the TSX Venture Exchange. The Company has also agreed to amend the exercise price of the 15,333,087 share purchase warrants issued to Nebari as part of the Financing Facility to an exercise price of $0.38 per warrant. All other terms of the warrants remain the same, including the acceleration provision that requires Nebari to exercise the warrants that can be triggered upon the volume weighted average price of the Company's common shares on the TSX Venture Exchange being in excess of 200% of the exercise price of the warrants on each of 20 consecutive trading days. The issuance of the share loan bonus and amendment of share purchase warrants is subject to the approval of the TSX Venture Exchange.