To: tyc:> who wrote (14190 ) 7/2/2010 10:53:59 AM From: onepath Read Replies (5) | Respond to of 23084 Selwyn gets TSX-V approval for $5-million (U.S.) loan 2010-07-02 09:37 ET - News Release Dr. Harlan Meade reports SELWYN RESOURCES ANNOUNCES TSX-V ACCEPTANCE OF US$5 MILLION CREDIT FACILITY Selwyn Resources Ltd. has learned that the TSX Venture Exchange has conditionally approved the terms of a $5-million (U.S.) revolving credit facility with Resource Capital Fund IV LP. RCF is a major shareholder of the company, holding a 20.6-per-cent current equity position. Funds drawn under the facility will be used for approved 2010 Selwyn project expenditures and working capital. These expenditures are being undertaken in advance of the expected closing of the $100-million joint venture investment by Yunnan Chihong Zinc and Germanium Co. Ltd. (see June 2, 2010, news release in Stockwatch). Upon financial close of the Selwyn-Chihong transaction, expected in mid-August 2010, the $100-million will be deposited into the bank account of the new joint venture company Selwyn Chihong Mining Ltd., which will be 50-per-cent owned by the company. Selwyn intends to repay any amounts drawn under the facility upon receipt of the Selwyn project expenditures made from July 1, 2009, reimbursed to Selwyn under the terms of the Selwyn-Chihong joint venture agreement. Dr. Harlan Meade, Selwyn's president and chief executive officer, commented: "We are very pleased to receive TSX-V approval of this credit facility term sheet. This facility, coupled with the recently announced $3-million flow-through share and unit offering, completes the bridge financing sought to fund the drilling, engineering and permitting studies under the June to August programs. The bridge financing was necessary to maintain permitting and bankable feasibility study timelines. Upon close of the Chihong-Selwyn joint venture transaction, Selwyn expects to recover approximately $11-million paid from the $100-million of joint venture investment funds, providing the company with a strong working capital position going forward." The principal terms of the facility are below. Facility amount: $5-million (U.S.) Minimum drawdown amount: $1-million (U.S.) Prepayment: Selwyn can prepay the facility, in whole or in part, at any time Convertibility: None United States dollar to Canadian dollar exchange rate: Fixed at $1.035 per U.S. dollar Selwyn share pricing: Shares issued pursuant to the facility terms are priced at the 20-day average volume weighted share price prior to the relevant calculation date Interest Rate: 15 per cent per annum during the revolving period (6 months from closing); 10 per cent per annum thereafter; payable in cash or shares at RCF's election Warrants issued: Selwyn will reserve, for issuance to RCF, Selwyn share purchase warrants at a rate of one-quarter warrant per annum for each Selwyn share equivalent value of funds drawn. The warrants will have a three-year term, with an exercise price being the market price, except for the first $2-million (U.S.) of facility draws, in which case the warrant pricing will be the market price on the date of acceptance of the term sheet. The warrants reserved for issuance will be issued to RCF on a pro-rated monthly basis as earned. If the facility is repaid early, the remaining warrants reserved for issuance will be cancelled Establishment fee: $250,000 (U.S.), payable in Selwyn shares at the market price Termination fee: 500,000 shares payable, should Selwyn terminate the facility after acceptance, but prior to closing Standby fee: 1 per cent per annum on unused balances, payable quarterly in arrears in cash or shares at RCF's election Security: First-ranking liens on Selwyn's equity interests in its subsidiaries up to time of closing of the Chihong transaction; if not repaid, then second-ranking liens, subject to the terms of the Chihong transaction terms Closing date: On or about July 23, 2010 We seek Safe Harbor. stockwatch.com