LONDON, Oct. 1, 2018 /CNW/ - Meridian Mining SE (TSXV:
MNO) ("Meridian" or the "Company") announces that it has extended
to March 31, 2020 the maturity date
of its four loans (collectively, the "Loans") with Sentient
Excutive GP IV, Limited Sentient Global Resources Fund IV, L.P. and
The Sentient Group (collectively, the "Lenders") in the aggregate
amount of US$12 million (the "Loan
Amendments"). The Loans were set to become due and payable on
September 30, 2018. The other terms
and conditions of the Loans remain unchanged as a result of the
Loan Amendments.
Loan Extensions
The Company has entered into four Loan Amendments with the
Lenders, pursuant to which the Lenders have agreed to extend to
March 31, 2020 the maturity date of
the Loans in the aggregate amount of US$12
million. The Loans were set to become due and payable on
September 30, 2018. The other terms
and conditions of the Loans remain unchanged as a result of the
Loan Amendments.
Meridian is committed to reducing costs and improving the
quality of the manganese concentrates from its Espigão
operations.
Mr. Clark, Interim President and CEO of Meridian, commented on
the Loan Amendments: "The Company is pleased to have the
tremendous support of our Lenders in furtherance of our efforts to
reduce costs and improve the quality of the manganese concentrates
from Espigão. The implementation of the Loan Amendments
represents a major milestone towards providing stability to the
Company in the interim period while our business is restored, with
the expectation of becoming a low-cost, profitable manganese
producer in the long-term."
As the Lenders are considered to be a "related party" of
Meridian, the Loan Amendments are considered to be a "related party
transaction" for purposes of Multilateral Instrument 61-101 –
Protection of Minority Security Holders in Special Transactions
("MI 61- 101"). With the Loans set to become due and payable on
September 30, 2018, the Loan
Amendments were entered into on an expedited basis for sound
business reasons. However, as a result, the Company did not file
the material change report more than 21 days before entering into
the Loan Amendments. The Company is relying on exemptions from the
formal valuation and minority shareholder approval requirements
available under MI 61-101. The Company is exempt from the formal
valuation requirement in section 5.4 of MI 61-101 in reliance on
section 5.5(b) of MI 61-101 as no securities of Meridian are listed
or quoted on the markets specified therein. Additionally, the
Company is exempt from minority shareholder approval requirement in
section 5.6 of MI 61-101 in reliance on section 5.7(f) of MI 61-101
as the board of directors of Meridian has determined that the Loans
and Loan Amendments are on reasonable commercial terms that are not
less advantageous to Meridian than if the Loans and Loan Amendments
were obtained from a person dealing at arm's length with the
Company, and the Loans and Loan Amendments will not result in the
debt becoming convertible or repayable as to principal or interest,
directly or indirectly, in equity or voting securities of the
Company. The board of directors of Meridian has unanimously
approved the Loan Amendments, including the Company's reliance on
exemptions from the formal valuation and minority approval
requirements of MI 61-101.
On behalf of the Board of Directors of Meridian Mining SE
Gilbert Clark
Interim CEO, President and Director
ABOUT MERIDIAN
Meridian Mining SE is focused on the acquisition, exploration,
development and mining activities in Brazil. The Company is
currently focused on exploring and developing the Espigão manganese
and gold projects, the Bom Futuro tin JV area, and adjacent areas
in the state of Rondônia. Meridian is currently producing
high grade manganese at its project located at Espigão do
Oeste.
Further information can be found at www.meridianmining.co.
FORWARD-LOOKING STATEMENTS
Some statements in this news release contain forward-looking
information or forward-looking statements for the purposes of
applicable securities laws. These statements include, among
others, statements with respect to the Company's plans for
exploration and development of its properties and potential
mineralization. These statements address future events and
conditions and, as such, involve known and unknown risks,
uncertainties and other factors, which may cause the actual
results, performance or achievements to be materially different
from any future results, performance or achievements expressed or
implied by the statements. Such risk factors include, among
others, failure to obtain regulatory approvals, failure to complete
anticipated transactions, the timing and success of future
exploration and development activities, exploration and development
risks, title matters, inability to obtain any required third party
consents, operating hazards, metal prices, political and economic
factors, competitive factors, general economic conditions,
relationships with strategic partners, governmental regulation and
supervision, seasonality, technological change, industry practices
and one-time events. In making the forward-looking
statements, the Company has applied several material assumptions
including, but not limited to, the assumptions that: (1) the
proposed exploration and development of mineral projects will
proceed as planned; (2) market fundamentals will result in
sustained metals and minerals prices and (3) any additional
financing needed will be available on reasonable terms. The
Company expressly disclaims any intention or obligation to update
or revise any forward-looking statements whether as a result of new
information, future events or otherwise except as otherwise
required by applicable securities legislation.
The Company cautions that it has not completed any feasibility
studies on any of its mineral properties, and no mineral reserve
estimate has been established. In particular, because the
Company's production decision relating to Meridian Mineraçao Jaburi
S.A,manganese project is not based upon a feasibility study of
mineral reserves, the economic and technical viability of the
Espigão manganese project has not been established.
The TSX Venture Exchange has neither approved nor disapproved
the contents of this news release. Neither 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 release.
SOURCE Meridian Mining S.E.
