Mauritania-Based Wafa Reaffirms
Confidence with Additional US$4.2M Investment in Tijirit
Project
ALGOLD RESOURCES LTD. (TSX-V:ALG) (“
Algold” or the
“
Corporation”) announced today that it has entered
into low-dilution funding agreements totalling $9.2M (C$12M).
Algold and one of its major shareholders, Wafa Mining &
Petroleum SA (“
Wafa”), a subsidiary of Wafa
Holding, have signed a non-binding term sheet for an investment by
Wafa, under which Wafa will acquire a 10% interest in the
Corporation’s Tirex subsidiary, owner of the Tijirit mining permit
and gold development project (the “
Investment”),
as well as a subscription (the “
Subscription”) by
Wafa for 8,837,472 common shares of Algold at a price of C$0.10 per
Share, for a total amount of $4.2M in cash.
Separately and concurrently, Algold has entered
into a secured credit agreement with a consortium of lenders to
establish a short-term loan facility in the aggregate amount of $5M
(the “Loan”).
“We thank Wafa, a long-standing strategic
investor who shares Algold’s long-term vision, which is of
particular significance given the current headwinds faced by gold
development companies. Wafa invested in Algold in two previous
rounds of financing and this strategic funding confirms their
commitment to help Algold reach the next stage of development,”
said Algold CEO Benoit La Salle. “We are delighted to have received
such a substantial commitment from our lenders as well as from one
of our largest shareholders, who understand the full potential of
the Tijirit Project.”
Wafa CEO Brahim Ghadda also commented, “Wafa
envisions tremendous potential in the development of the Tijirit
Project. This investment demonstrates our continued commitment to
advance Tijirit Project to the next stage of development.”
The net proceeds of the Loan, the Investment and
the Subscription will be used to fund completion of technical
studies, for working capital and for general corporate
purposes.
As security for the Loan, Algold has granted the
arm’s length lenders, including Downtown Special Situations
Holdings, LLC, Delaware Street Capital Master Fund, L.P., Saiso
Partners LLC, Capital Drilling Ltd. and BPM Capital Limited (the
“Lenders”) a hypothec on all of its assets,
including the equity interests that it holds in its each of its
direct subsidiaries. The Loan has a term of one year and bears
interest at an annual rate of 15%. In connection with the Loan,
Algold has issued to the Lenders a total of 12,756,470 common
shares of Algold (the “Bonus Shares”), which are
subject to a four-month hold period. The Loan remains subject to
the approval of the TSX Venture Exchange (the
“TSXV”).
In connection with the Investment and the
Subscription, Algold will grant Wafa the right to name an
additional director to Algold’s board, giving it the right to name
two directors in total (reference Algold’s press release of
February 6, 2018). The Investment and the Subscription remain
subject to customary conditions, including the negotiation of
definitive transaction documents and the approval of both the
Government of Mauritania and the TSXV.
The Corporation also announced that its
shareholders approved, at the Corporation’s Annual General and
Special Meeting of Shareholders held on June 28, 2018, a
consolidation of Algold’s common shares on the basis of one (1) new
common share for each ten (10) existing common shares (the
“Consolidation”). Following the Consolidation, it
is expected that the total number of outstanding shares will be
reduced from 236,745,886 to 23,674,588. The Consolidation is
expected to become effective on or about July 20, 2018. The
Consolidation is subject to TSXV approval.
ABOUT ALGOLD
Algold Resources Ltd. is focused on the
exploration and development of gold deposits in West Africa. The
board of directors and management team are seasoned resource
industry professionals with extensive experience in the exploration
and development of world-class gold projects in Africa.
FORWARD-LOOKING INFORMATION
Certain statements in this press release may be
forward-looking. Such statements include those with respect to
Corporation's ability to complete the Investment and the
Subscription, as well as the anticipated benefits of the
Investment, the Subscription and the Loan. Although the Corporation
believes the expectations reflected in such forward-looking
statements are based on reasonable assumptions, it can give no
assurances that its expectations will be achieved. Such
assumptions, which may prove incorrect, include the following: (i)
Wafa and Algold will successfully negotiate the terms of final
documentation in connection with both the Investment and the
Subscription, (ii) Algold will obtain all required regulatory
approvals for the Investment and the Subscription, (iii) Algold's
management will not identify and pursue other business objectives
using the proceeds of the Loan, the Investment and the Subscription
and (iv) the price of gold will remain sufficiently high and the
costs of advancing the Corporation's gold projects sufficiently low
so as to permit Algold to implement its business plans in a
profitable manner. Factors that could cause actual results to
differ materially from expectations include, but are not limited
to: (i) the parties’ inability or unwillingness to complete the
transactions described in this press release, in whole or in part,
(ii) the Corporation's failure to make effective use of the
proceeds of the Loan, the Investment or the Subscription, (iii) the
failure of the Corporation's projects, for technical, logistical,
labour-relations or other reasons, (iv) the Corporation's inability
to obtain the necessary regulatory approvals for the Investment or
the Subscription, (v) a decrease in the price of gold below what is
necessary to sustain the Corporation's operations, (vi) an increase
in the Corporation's operating costs above what is necessary to
sustain its operations, (vii) accidents, labour disputes or the
materialization of similar risks, (viii) a deterioration in capital
market conditions that prevents the Corporation from raising the
funds it requires on a timely basis and (ix) generally, the
Corporation's inability to develop and implement a successful
business plan for any reason.
A description of other risks affecting Algold's
business and activities appears in Algold's 2017 annual
management's discussion and analysis, which is available on SEDAR
at www.sedar.com. No assurance can be given that any events
anticipated by the forward-looking information in this press
release will transpire or occur, or if any of them do so, what
benefits that Algold will derive therefrom. In particular, no
assurance can be given as to the future financial performance of
Algold. Algold disclaims any intention or obligation to update or
revise any forward-looking statements in order to account for any
new information or any other event, except as required under
applicable law. The reader is warned against undue reliance on
these forward-looking statements.
Neither TSX Venture Exchange nor its Regulation
Services Provider (as that term is defined in policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
For further information, please contact:
Algold Resources Limited. 1320 Graham Blvd.,
Suite 132, Town of Mont-Royal, Quebec, H3P 3C8, www.algold.com
Benoit La
Salle, FCPA, CPA, FCA |
Alex
Ball |
Chairman and Chief
Executive Officer |
Executive VP, Finance
& Corporate Development |
b.lasalle@algold.com |
a.ball@algold.com |
+1 (514) 951-4411 |
+1 (647) 919-2227 |
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