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31 August 2010
Angel Mining plc (the "Company" or "Angel Mining")
AIM: ANGM
The Board of Angel Mining, the Greenland focused mining company, is pleased to confirm that a new financing package has been agreed, the components of which are still subject to contract and, in part, subject to shareholder approval.
The key features of the new finance plan are as follows:
Cyrus Capital Partners, LP (“Cyrus”)
FBC Holdings s.a.r.l (“FBC”) and Cyrus have agreed that the repayment terms of its short term loan and capitalised interest of US$21,868,000 will be extended and that a series of payments will be made commencing on 15 February 2011 and ending on 31 December 2011 based on a calculation of free cash from trading and other sources, including any new equity finance raised. The conversion rights on its loan notes will be extended to 31 December 2016 and its royalty entitlement will be increased by a further 3% to 5% of sales value less the cash cost.
New Potential Lender
It has also been agreed that, subject to Angel Mining shareholder approval, the Company should take up US$25,000,000 of a new financing facility offered by a New York based financing company (the “Lender”), which will enable the Company to issue 10% Eurobonds (“Eurobonds”) as it draws down on the facility. The Company is hoping to have contracts finalised on this facility within the next week. On draw down the Lender will have the right, for a period of 45 days, to subscribe for such number of ordinary shares in the capital of the Company (“Ordinary Shares”) at the closing share price per Ordinary Share on the day before the draw down request (“the Investment Share Price”), as will have an aggregate subscription price equal to the sterling equivalent of 110% of the draw down value (“Options”). In addition, the Lender will receive warrants, exercisable for a period of 12 months, to subscribe for such number of Ordinary Shares at the Investment Share Price, as will have an aggregate subscription price equal to the sterling equivalent of 25% of the draw down value (“Warrants”). In the case of both the Warrants and Options, the US Dollar amount of the Eurobonds will be converted into sterling by reference to the closing mid-point spot exchange rate prevailing on the foreign exchange market for the conversion of $ into £ on the date of the drawdown request as published in respect of that day by the Financial Times, subject to a minimum rate of $1 to £1. If the US$/£ rate falls below the minimum rate, the Company will not be able to deliver a drawdown request. The Lender will pay for the equity investment and warrant subscription either in cash, or in 4 year 2% loan notes, which may be offset against the repayment of the Eurobonds. This facility will be secured by a facility fee of 5% which may be satisfied in cash or in Ordinary Shares. It is payable on approval of the Angel Mining shareholders and will be based on the volume weighted average price for the 5 trading days preceding the date of the establishment of the Eurobond programme, which is likely to be the date of the general meeting at which the facility will, hopefully, be approved or a date shortly thereafter.
The above relates to the finance facility that was referred to in the Company’s press release dated 8 July 2010. The Company did have the opportunity of entering into a US$100,000,000 commitment but has now decided to take an initial facility of US$25,000,000. This change of strategy has been decided upon for the following reasons:
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the Directors did not wish to incur a facility fee in excess of the Company’s actual needs;
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it is understood that the Company can extend the facility in the future, if needed, and if it is considered to be the most appropriate means of financing the development of the Group; and
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the Board believes that much of the finance for the development of Black Angel should be debt based project finance, to restrict any unnecessary equity dilution.
A further announcement will be made in due course if the contract with the Lender is executed, and a notice of general meeting is dispatched to shareholders.
The Company is now focussed on:
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getting Nalunaq into full scale production and repaying the Cyrus short term loan;
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completing an updated version of the bankable feasibility study for Black Angel; and
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developing new projects for the benefit of the longer term.
Angel Mining CEO, Nicholas Hall, commented, “The Company now has the prospect of becoming cash generative in the near term from trading for the first time in its history. It has the backing of Cyrus, and a first class team coming together both in Greenland and here in the UK. Although there is still much work to be done, it is clear that the Group has a great opportunity to develop existing and new mining projects.”
09 August 2010
Angel Mining plc (the "Company" or "Angel Mining")
AIM: ANGM
Form of Proxy for use at the Annual General Meeting of Angel Mining plc
to be held at the offices of Davenport Lyons, 30 Old Burlington Street, London,
W1S 3NL on 31 August 2010 at 11a.m.
Click here to download the rest of this notice in PDF format
09 August 2010
Angel Mining plc (the "Company" or "Angel Mining")
AIM: ANGM
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in
any doubt as to the action to take, you should immediately consult your stockbroker, bank
manager, solicitor, accountant or other independent financial adviser authorised under the
Financial Services and Markets Act 2000. If you have sold or transferred all your ordinary
shares of 1 penny each in Angel Mining plc (Ordinary Shares), you should pass this document
and the accompanying form of proxy to the bank, stockbroker or other agent through whom
the sale or transfer was effected, for transmission to the purchaser or transferee.
Click here to download the rest of this notice in PDF format
09 August 2010
Angel Mining plc (the "Company" or "Angel Mining")
AIM: ANGM
On 8 July 2010, the Company announced that Cyrus Capital Partners, L.P. ("Cyrus"), the agent under the financing agreements with FBC Holdings Sarl (“FBC”) agreed to advance an additional US$4.5 million to Angel Mining (the “Bridging Loan”) bringing the total indebtedness with FBC to US$21.0 million plus accrued interest (the “8 July Announcement”). Under the terms of these arrangements, the Bridging Loan and accrued interest is repayable on 9 August 2010.
The 8 July Announcement also described the Company as being in advanced discussions with another party (the “Third Party”) in relation to a significant new financing facility, pursuant to which it is anticipated that the Third Party will, subject to Angel Mining shareholder approval, commit to a debt facility of US$100 million which will include associated equity subscription rights (the “Proposed Facility”). The negotiations in this respect are nearing completion and the Company will announce further details in due course.
It is not now intended that the Bridging Loan will be repaid on 9 August and, in light of the progress being made with the Proposed Facility, Cyrus, as agent, has agreed a forbearance on the resulting default until the close of business on 31 August 2010.
12 July 2010
Angel Mining plc (the "Company")
AIM: ANGM
Highlights
- Additional bridging loan of US$4.5 million from FBC Holdings Sarl ("FBC")
- Angel Mining now has access to sufficient capital to allow it to move into full production and achieve positive cashflow
- The Board of Angel Mining, the Greenland focused mining company, is pleased to provide the following financial update.
Introduction
On 24 May 2010, the Company announced that it was in default in relation to its financing agreements with FBC and that it was in discussions with Cyrus Capital Partners, L.P., the agent under the financing agreements ("Cyrus"), to ensure continued access to liquidity for the Company (the "24 May Announcement"). It was also announced that FBC subsequently advanced a further US$2.0 million, on the same terms as the previous loan agreement, which were summarised in the Company's announcement dated 12 October 2009. This brought the total amount due under this financing agreement to US$16.5 million plus accrued interest.
Cyrus, as agent, has agreed to advance an additional US$4.5 million (the "Bridging Finance") to Angel Mining for general working capital purposes, to fund operations at Nalunaq and to provide the Company with time to implement a longer term financing solution. This will bring the total indebtedness with FBC to US$21.0 million plus accrued interest.
The Company is also in advanced discussions with another party (the "Third Party") in relation to a significant new financing facility, pursuant to which it is anticipated that the Third Party will commit to a debt facility of US$100 million which will include associated equity subscription rights. Any arrangement with the Third Party will be subject to shareholder approval in a general meeting and a further announcement will be made shortly, if an agreement with the Third Party is reached.
Impact on the Company and its Operations
The Directors believe that these two funding facilities will offer Angel Mining a clear way forward to develop the Company's assets and will have demonstrable benefits for shareholders. Specifically:
· the Bridging Finance will be used for general working capital purposes and to fund operations at Nalunaq. As set out in the 24 May Announcement, the gravity plant at the Nalunaq Gold Mine has now been operating for five weeks producing gold concentrate. A polishing table has now been installed which separates out the iron and arsenopyrite leaving a gold concentrate suitable for producing a viable doré bar. With the additional funding from FBC secured, the Company is on schedule to complete the CIP plant and expects to have it in operation during August 2010; and
· the proposed Third Party facility, if executed, will be used, along with cash generated from operations,to meet the repayments required under the Company's financing agreements with FBC and to resolve the defaults that presently exist in relation to those agreements (the "Existing Defaults"). It will also be used to fund the development of the Black Angel lead and zinc mine. Delays in obtaining funding for the Black Angel project and weather related issues inherent in Arctic operations, have resulted in a revision to the construction programme such that, assuming the funding is secured from the Third Party, the Company plans to complete the construction of the upper terminal this year and to take the cables across the ice and then hang them during the winter. This would allow the Company to reduce the cost of completing the cable car which the Directors are now targeting to have operational by the end of Q2 2011. The provision of finance is critical to the revised programme. We are working closely with the Third Party to secure this finance facility as soon as possible and will update shareholders with our progress in due course. In the event that that the Third Party facility is not implemented, and until such time as it, or other alternative funding, is secured, the Existing Defaults will remain unresolved and the Company will not be in a position to meet the repayment obligations of the Bridging Finance.
Angel Mining CEO, Nicholas Hall, commented: "The continued support of Cyrus and FBC is very much appreciated as it should enable us to achieve full-scale production at Nalunaq resulting in positive operating cashflow for the first time in our history. We regret the delays in the commencement of production at Nalunaq but we have risen to the challenge of constructing the world's first underground gold processing plant incorporating cyanide leaching which will give us advantages in both operational efficiency and environmental controls. I remain confident that our negotiations with the Third Party will be concluded successfully and that we will have the funding to meet our obligations to repay FBC."
Further Details of the Bridging Finance
As stated above, the Company and Cyrus, as agent, have now signed an agreement under which FBC will provide an additional US$4.5 million. The Directors believe that this additional funding, which will be used for general working capital purposes and to fund operations at Nalunaq, should be sufficient to allow the Company to achieve positive cashflow later in the year.
Under the terms of the Bridging Finance:
- interest is payable quarterly at 10% per annum;
- a facility fee of US$390,000 is payable. US$100,000 is due on signing and the balance on repayment;
- the loan and any accrued interest is payable on 9 August 2010; and
- the Existing Defaults will remain unresolved until such time as the relevant repayments are met in full or FBC agrees to waive them. Until that time, FBC remain entitled to enforce the remedies within the terms of the original loan documentation.
07 July 2010
Angel Mining plc (the "Company")
AIM: ANGM
Further to the announcements of 30 June 2010 and 24 May 2010, the Company announced that it was in default in relation to its financing agreements with FBC Holdings S a r l ("FBC") and that it was in discussions with Cyrus Capital Partners Europe LLP., the agent under the financing agreements ("Cyrus"), to ensure continued access to liquidity for the Company (the "Announcements"). Cyrus, as agent, agreed a forbearance on this default which expired on 6 July 2010.
The Company is continuing its negotiations with both Cyrus and another party regarding the additional funding described in the announcement made by the Company on 22 June 2009 and is close to completing these negotiations.
Due to the fact that matters are near conclusion, the parties did not feel it necessary to formally extend the period of forbearance further. The Company anticipates updating the market more fully on the details of these financing arrangements shortly.
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