Wolf Minerals Limited Grant of ASX Listing Waivers for Bridge Facility (4765N)
26 October 2016 - 5:26PM
UK Regulatory
TIDMWLFE
RNS Number : 4765N
Wolf Minerals Limited
26 October 2016
26 October 2016
Wolf Minerals Limited
Grant of ASX Listing Rule Waivers for Bridge Facility
Specialty metals producer, Wolf Minerals Limited (ASX: WLF, AIM:
WLFE) (Wolf or the Company) is pleased to announce that, further to
the Company's announcement dated 24 October 2016 regarding the
"Senior Debt Restructure and GBP20m Bridge Facility with Resource
Capital Funds", it has been granted a waiver of ASX Listing Rules
10.1 and 10.13.3 to allow Wolf, subject to certain conditions, to
grant Resource Capital Fund VI L.P. (RCF) security for the bridge
facility without shareholder approval and to issue shares under the
bridge facility convertible note more than one month after approval
by shareholders. Details of the waivers and the conditions are
provided below.
Waiver of ASX Listing Rule 10.1
The ASX has granted the Company a waiver from Listing Rule 10.1,
to the extent necessary to permit the Company including its wholly
owned subsidiary, Wolf Minerals (UK) Limited (Subsidiary), to grant
security over its assets including its shares in the Subsidiary and
assets at the Hemerdon Project (the Security) in favour of a
security trustee (Security Trustee) for the benefit of RCF,
pursuant to a bridging loan facility (Bridging Loan Facility) under
which RCF may provide the Company up to GBP GBP30 million, without
obtaining shareholder approval on the following conditions:
1. The Security includes a term that if an event of default
occurs and the Security Trustee of RCF exercises its rights under
the Security, neither RCF nor any of its associates can acquire any
legal or beneficial interest in an asset of the Company or the
Subsidiary in full or part satisfaction of the Company's
obligations under the Security, or otherwise deal with the assets
of the Company or the Subsidiary, without the Company first having
complied with any applicable Listing Rules, including Listing Rule
10.1, other than as required by law or through a receiver, or
receiver or manager (or analogous person) appointed by the Security
Trustee or RCF exercising its power of sale under the Security and
selling the assets to an unrelated third party on arm's length
commercial terms and conditions and distributing the cash proceeds
to RCF in accordance with its legal entitlements.
2. A summary of the material terms of the Security is made in
each annual report of the Company during the term of the
Security.
3. Any variation to the terms of the Security which is
a) not a minor change; or
b) inconsistent with the terms of the waiver,
must be subject to shareholder approval.
4. The Company must seek to discharge the Security when the
funds advanced under the Security are repaid, or if it is not
discharged, seek shareholder approval for the continuation of the
Security for any further loan facility amount.
5. The Company immediately releases to the market its plans with
respect to the repayment of the funds advanced under the Security
and the discharge of the Security, including the timeframe within
which it expects the repayment and discharge to occur.
On this point the Company advises that the loan will be repaid
or converted within the four year period and that the Security will
be discharged at that time.
Waiver of ASX Listing Rule 10.13.3
The ASX has granted the Company a waiver from Listing Rule
10.13.3 to the extent necessary to permit the Company's notice of
meeting (the Notice) seeking shareholder approval for the issue of
a convertible note to the value of up to GBP GBP30 million
convertible into fully paid ordinary shares in the Company at a
price being the 20 day VWAP prior to the date of the Bridge Loan
Maturity Date, subject to a minimum of AUD$0.13 and a maximum of
AUD$0.20 (Convertible Note) to be issued to RCF to state that the
Convertible Note will be issued later than one month after the date
of the shareholders' meeting (Meeting), subject to the following
conditions:
1. The Company issues the Convertible Note no later than 12
months from the date of entering into long form facility
documentation (Bridging Loan Maturity Date) and in any event no
later than 31 December 2017.
2. The notice of meeting (Notice) states that fully paid
ordinary shares (Shares) issued on conversion of the Convertible
Note will be issued at a price being the 20 day VWAP prior to the
date of the Bridge Loan Maturity Date, being a minimum of AUD$0.13
per share and a maximum of AUD$0.20 per share (Issue Price).
3. The Notice states that the number of Shares to be issued will
be calculated by dividing the amount of the Convertible Note by the
Issue Price.
4. The Notice includes worked examples of the number of Shares
that may be issued under the Convertible Note.
5. The Company's annual report for any period during which the
Shares are issued to RCF discloses details of the number of Shares
that were issued to RCF, including the percentage of the Company's
issued capital represented by those Shares.
ENDS
Wolf Minerals Limited
Russell Clark +61 8 6364 3776
Numis Securities
John Prior/James Black/Paul
Gillam +44(0)20 7260 1000
Newgate
Adam Lloyd / Ed Treadwell
/ Helena Bogle +44 (0) 20 7653 9850
About Wolf Minerals
Wolf Minerals is a dual listed ("ASX: WLF", "AIM: WLFE")
specialty metals producer. With global demand for tungsten rising
and future global production expected to be constrained, Wolf
Minerals has recently completed the development of a large tungsten
resource at its Drakelands Mine, located at Hemerdon, in southwest
England.
This information is provided by RNS
The company news service from the London Stock Exchange
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