Melior Executes Amendment to Loan Facility
21 Agosto 2019 - 6:32PM
Melior Resources Inc. (TSXV: “MLR”) (“Melior” or the “Company”)
today announces that it has signed and closed an amendment to the
loan agreement entered into between Melior and Pala Investments
Limited (“Pala”) dated August 9, 2018 as amended on November 16,
2018, February 4, 2019 and June 6, 2019 (the “Third Amended
Agreement”), to, among other things, increase the principal amount
of the loan facility by US$2,000,000 (the “Fourth Amendment Tranche
Amount”) to approximately US$23,000,000 (the “Fourth Amended
Agreement”).
The Fourth Amendment Tranche Amount is comprised
of two instalments of US$1,000,000 each, with Melior having drawn
upon the first instalment as of the date hereof and having the
option to draw upon the second instalment at a later date provided
certain conditions are satisfied including obtaining the written
consent of Pala. Each instalment of the Fourth Amendment Tranche
Amount is subject to an original issue discount of 7% of the amount
of the loan (the “OID”) and an arrangement fee of 3% of the amount
of the loan (the “Arrangement Fee”), which may, at Melior’s option,
be added to the principal balance of loan. Melior added the OID and
Arrangement Fee payable in respect of the first instalment of the
Fourth Amendment Tranche Amount to the principal balance of the
loan. In addition, Melior is responsible for the payment of all
reasonable expenses and costs incurred by Pala in connection with
the Fourth Amendment Agreement. No portion of the Fourth Amendment
Tranche Amount or any interest thereon is convertible into common
shares of Melior. Each instalment of the Fourth Amendment Tranche
Amount and accrued and unpaid interest thereon is payable on the
date that is two months from the applicable advance date. The
material terms of the Fourth Amended Agreement will otherwise
remain the same as the Third Amended Agreement.
The net proceeds of the Fourth Amendment Tranche
Amount will be used by Melior for working capital purposes pursuant
to a two-month budget and operating plan previously approved by
Pala. This budget and operating plan envisages the Company
continuing to work towards achieving a full-scale ramp-up of the
Goondicum mine.
The Fourth Amended Agreement and the terms
thereof constitute a “related party transaction” within the meaning
of Multilateral Instrument 61-101 ("MI 61- 101"). The board of
directors of Melior (the “Board”), acting in good faith, and the
independent members of the Board, acting in good faith, have
determined that the Company is in serious financial difficulty,
that the entering into of the Fourth Amended Agreement is designed
to improve the Company’s financial position and that the terms of
the Fourth Amended Agreement are reasonable in the Company’s
circumstances. As such, Melior intends to rely on the exemption
from the formal valuation and minority shareholder approval
requirements of MI 61-101 contained in Sections 5.5(g) and
5.7(1)(e), respectively, of MI 61-101 on the basis of financial
hardship.
About Melior
Melior is the owner and operator of the
Goondicum ilmenite and apatite mine located in Queensland,
Australia. Further details on Melior and the Goondicum mine can be
found at www.meliorresources.com and regulatory filings are
available on SEDAR.
Melior is incorporated under the provisions of
the Business Corporations Act (British Columbia) and has a
registered office in Vancouver, British Columbia. Melior is
classified as a Tier 1 Mining Issuer under the policies of the TSX
Venture Exchange.
Forward Looking Statements Disclaimer
This press release contains forward-looking
information within the meaning of applicable securities laws that
reflects the current expectations of management of Melior. The
words “may”, “would”, “could”, “should”, “will”, “anticipate”,
“believe”, “plan”, “expect”, “intend”, “estimate”, “aim”,
“endeavour”, “project”, “continue”, “predict”, “potential”, or the
negative of these terms or other similar expressions have been used
to identify these forward-looking statements. Forward-looking
statements are based upon a number of assumptions and are subject
to a number of known and unknown risks and uncertainties, many of
which are beyond management’s control, and that could cause actual
results to differ materially from those that are disclosed in or
implied by such forward-looking statements. There can be no
assurance that forward-looking information will prove to be
accurate, as actual results and future events could differ
materially from those expected or estimated in such statements.
Accordingly, readers should not place undue reliance on
forward-looking information.
Additional risks and uncertainties regarding
Melior are described in its publicly available disclosure
documents, as filed by Melior on SEDAR (www.sedar.com) except as
updated herein.
This forward-looking information represents
management’s views as of the date of this press release. While
subsequent events and developments may cause such views to change,
Melior does not intend to update this forward-looking information,
except as required by applicable securities laws.
For further information please contact:
MELIOR RESOURCES INC.Martyn
ButtenshawInterim Chief Executive
Officer+41 41 560
9070info@meliorresources.com
Neither the 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.
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