July 16, 2013
/CNW/ - Resource Capital Fund IV ("
") and Resource Capital Fund VI ("
") reports that on
July 12, 2013
, RCF IV, RCF VI, CEF Holdings Limited ("
"), Avanti Mining Inc. ("
") and its wholly-owned subsidiary, Avanti Kitsualt Mine Ltd., entered into a loan agreement (the "
") in order to (i) restructure the
existing indebtedness of Avanti (the "
of which was loaned to Avanti by RCF IV and
of which was loaned to Avanti by CEF and (ii) provide Avanti with an additional
bridge loan (the "
", together with the Existing Loan, the "
"). RCF VI advanced
of the Additional Loan to Avanti upon signing the Loan Agreement and will advance the remaining amount subject to the terms and conditions described in the Loan Agreement. RCV IV and RCF VI are under common management by RCF Management LLC and are referred to herein together as "
". RCF IV and RCF VI may acquire the following securities of Avanti in connection with the Loans:
Pursuant to the terms of the Loan Agreement, Avanti agreed to pay RCF IV an extension fee equal to 5% of the Existing Loan, or
, and to pay RCF VI an establishment fee equal to 5% of the Additional Loan, or
. RCF IV and RCF VI each elected to receive these payments in common shares of Avanti (the "
") to be issued on the earlier of
December 31, 2013
or the completion of a rights offering by Avanti pursuant to the terms and conditions of the Loan Agreement. The Fee Shares shall be issued at the maximum discount allowed under the policies of the TSX Venture Exchange (the "
") to the volume weighted average price for Avanti's common shares on the TSXV for the twenty trading days prior to the date of determination.
In connection with the Loans, RCF IV and RCF VI were issued 5,000,000 and 10,000,000 common share purchase warrants of Avanti (the "
"), respectively. Each Warrant entitles the holder to acquire one common share of Avanti at an exercise price of
for a period of three years from the date of issuance.
Interest accrues on the Loans at a rate of 10% per annum, payable quarterly in arrears. RCF may elect that Avanti pay accrued interest in common shares (the "
"). The Interest Shares shall be issued at the volume weighted average price for Avanti's common shares on the TSXV for the twenty trading days prior to the interest payment date.
Pursuant to the Loan Agreement, if Avanti does not complete a rights offering on the terms and conditions set out therein by
December 31, 2013
, the Loans will automatically become convertible into common shares of Avanti (the "
"). The Conversion Shares shall be issued at
Immediately prior to entering into the Loan Agreement, RCF owned and controlled 161,542,535 common shares of Avanti representing approximately 37.20% of Avanti's outstanding common shares. Assuming the exercise of the Warrants, and the issuance of the Fee Shares, the Interest Payment Shares and the Conversion Shares, each at an assumed issue price of
, RCF would own and control 357,142,857 common shares of Avanti representing approximately 48.45% of Avanti's outstanding common shares.
The securities of Avanti are being acquired by RCF for investment purposes. RCF will evaluate its investment in Avanti from time to time and may, based on such evaluation of market conditions and other circumstances increase or decrease its shareholding in Avanti.