Entirety of outstanding loans now extended to
March 2020
LONDON, Oct. 9 2018 /CNW/ - Meridian Mining SE (TSXV:
MNO) ("Meridian" or the "Company") today announced that the Company
has successfully extended the last of its outstanding loans with
Sentient Global Resources Fund IV ("the Lender"). The final two
loan agreements scheduled to mature on September 30 2019 for an aggregated amount of
USD 3.5M have been be extended to
March 31, 2020 (the "Loan
Amendments").
In a highly positive step, and in recognition of the Company's
recent and ongoing efforts to restructure and optimise its high
quality manganese operations, the Company's lenders have agreed to
extend all of the Company's loans under the same previous terms and
conditions through to March 31, 2020.
The Company now has financial flexibility to continue its ongoing
restructuring towards profitability, for the benefit of all
shareholders.
Mr Clark Interim CEO & President, states, "The support
given by The Sentient Group and Sentient Executive GP IV to extend
the entirety of the loans through to 2020 allows the Company to
proceed with the ongoing operational optimisations. Via this
support and the support of its shareholders, the Company can
continue towards transitioning the Espigão operations to a
profitable long term mining business."
As the Lender is 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"). Following the extension of loans that were set to
become due and payable on September 30,
2018 (see the Company's news release dated October 1, 2018), the Loan Amendments were
entered into on an expedited basis for sound business reasons to
align all of the Company's outstanding loans with the same maturity
date. 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 statement 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.
