LONDON, Sept. 16, 2019 /CNW/ - Meridian Mining SE
(TSXV: MNO) ("Meridian" or the "Company") today announced it has
increased the loan facility from Sentient Global Resources Funds
IV, L.P. (the "Lender") originally made on August 17, 2018 (the "Loan Amendment").
The Lender has agreed to increase the non-arm's length loan
facility by US$700,000 for an overall
principal amount of US$5,200,000. All
other terms remain the same. The loan bears interest at a rate
of 10% per annum and matures on March 31,
2020.
As the Lender is considered to be a "related party" of Meridian,
the Loan Amendment is 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"). The Loan Amendment was 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 Amendment. 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 loan and Loan
Amendment is on reasonable commercial terms that are not less
advantageous to Meridian than if the loan and Loan Amendment were
obtained from a person dealing at arm's length with the Company,
and the loan and Loan Amendment 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, other than those
with a direct or indirect interest in this transaction, has
unanimously approved the Loan Amendment, 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 polymetallic project, the Mirante da Serra manganese project,
Ariquemes Exploration Portfolio and 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 Mineracao Jaburi
S.A, manganese project is not based upon a feasibility study of
mineral reserves, the economic and technical viability of the
Espigao 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.
