To: len seabrook who wrote (251 ) 7/22/1999 11:57:00 AM From: joseph schevenels Read Replies (1) | Respond to of 385
NEWS : Attention Business Editors: Restructuring of US $12 Million Loan Completed VANCOUVER, July 22 /CNW/ - First Quantum Minerals Ltd. Trading Symbol: FM Further to its news release of July 2, 1999, First Quantum Minerals Ltd. (the ''Company'') is pleased to announce that the conditions precedent to the US $12 million financing relating to CIBC Capital Partners (''CIBC'') have now been satisfied. The remaining conditions are finalization of documentation and regulatory approval. The proceeds of the US $6 million two-year subordinated debt financing with a syndicate of banks comprised of Investec Bank (Mauritius) Limited (''Investec''), Wesdeutsche Landesbank Girozentrale (''WestLB'') and ING Bank NV (''ING'') (collectively referred to as the ''Investec Syndicate'') together with the US $6 million four-year subordinated loan with Nederlandse Financierings-Maatschappij Voor Ontwikkelinglsladen NV (''FMO'') will be used to repay the US $12 million owing to CIBC pursuant to a Credit Agreement dated May 16, 1997, as amended February 5, 1998. Pursuant to the terms of the Investec Syndicate loan agreement, each of Investec, WestLB and ING have agreed to advance US $2 million for an aggregate of US $6 million to the Company which is repayable in 24 monthly installments of US $250,000. The Company has granted to the Investec Syndicate share purchase warrants to acquire an aggregate of 1.5 million shares of the Company at a price of CDN $0.85 per share for a five-year period, subject to regulatory approval. Any shares issuable upon the exercise of the warrants will be subject to a hold period expiring one year from closing. Pursuant to the terms of the FMO loan agreement, FMO has agreed to advance US $6 million to the Company which is repayable in 48 monthly installments of USD $125,000. The Company has agreed to issue to FMO 157,800 shares of the Company at a deemed price of CDN $0.85 per share, subject to regulatory approval. The Company has also agreed to issue to Investec Bank Limited 200,000 common shares of the Company at a deemed price of CDN $0.85 per share for arranging the FMO loan, subject to regulatory approval. Any shares issuable to FMO for the facility fee or Investec for the arrangement fee will be subject to a hold period expiring one year from closing. The Investec Syndicate and FMO loans have received their respective credit committee approvals and final documentation for the loans has been completed and executed. The Company and CIBC have agreed that all amounts outstanding pursuant to the Credit Agreement will be satisfied as follows: 1. Repayment in full of US $12 million principal amount and interest to date; 2. Payment of US $840,000 in outstanding fees comprised of US $240,000 payment at time of principal repayment and US $50,000 per month in twelve monthly installments; and 3. The issuance of 1,250,000 common shares at a deemed price of CDN $1.60 per share and the issuance of a US $640,000 zero coupon note payable at the end of two years in exchange for the US $2,000,000 penalty fee which became due on December 7, 1998. The shares will be subject to a four-month hold period and an escrow agreement between the Company and CIBC in which no more than 150,000 shares may be sold by CIBC per any calendar quarter. The Company and CIBC have agreed to cancel 4.5 million warrants, previously issued to CIBC and exercisable at CDN $3.50 per share for a five-year period, in exchange for 1.0 million new warrants exercisable at CDN $2.25 per share for a five-year period. Any shares issuable upon exercise of the new CIBC warrants will be subject to a hold period expiring four months from closing. The agreement with CIBC is subject to completion of final documentation by all parties and regulatory approval. The foregoing are expected to close by July 31, 1999. As a result of this refinancing, US $9.5 million will be reallocated from short term debt to long term debt on the Company's balance sheet, resulting in considerably improved cash flow and current ratio. Additionally, the overall net fully diluted share capital of the Company has been reduced. The Company has been able to arrange these facilities in difficult times for the resource industry, in part because of the strong cash flow being generated from the Company's Bwana Mkubwa Copper Mine in Zambia from which both of these new loans will be serviced and repaid. The Investec Syndicate providing the subordinated debt of US $6 million is the same syndicate of banks who originally provided the first mortgage project financing on Bwana Mkubwa, reflecting the financial strength of the Bwana Mkubwa operations. With the CIBC loan settled, the Company will now be able to actively pursue a number of exciting mining and development project opportunities and other corporate objectives from a position of strength. On Behalf of the Board of Directors 12g3-2b-82-4461 of First Quantum Minerals Ltd.