TORONTO--(BUSINESS WIRE)--Aldridge Minerals Inc. (TSX Venture:AGM) (“Aldridge” or the “Company”)
is pleased to announce that it has closed its previously announced
financing with Orion Fund JV Limited, an affiliate of the Orion Mine
Finance funds (“Orion”), in connection with a US$10 million equity
private placement which includes participation by the Company’s two
largest shareholders (the “Private Placement”) and a US$35 million
bridge loan facility (the “Loan”). Aldridge has also entered into lead
concentrate and gold offtake agreements with an Orion affiliate (the
“Offtakes”). The Private Placement, Loan and Offtake transactions are
collectively referred to as the Transactions.
US$10 Million Private Placement
Orion has purchased 11,660,611 common shares of Aldridge (“Common
Shares”) through a non-brokered private placement for gross proceeds of
US$5,247,275, representing a purchase price of US$0.45 per Common Share
or approximately CDN$0.50 per Common Share, which is a 72% premium to
the closing price of the Common Shares on the TSX Venture Exchange (the
“Exchange”) on August 28, 2014, the date prior to the announcement of
The Company’s two largest shareholders, ANT Holding Anonim Sti. (“ANT”)
and APMS Investment Fund Ltd. (formerly Mavi Investment Fund Ltd.)
(“APMS”), participated in the Private Placement to maintain their
present 30.1% and 17.4% ownership positions, respectively. ANT purchased
6,696,732 Common Shares at a price of US$0.45 per Common Share for gross
proceeds of US$3,013,529. APMS purchased 3,864,879 Common Shares at a
price of US$0.45 per Common Share for gross proceeds of US$1,739,195. In
recognition of investing at a substantial premium to the market price of
the Common Shares, ANT and APMS received one Common Share purchase
warrant (each, a “Warrant”) for each Common Share purchased through the
Private Placement. Each Warrant entitles the holder to acquire one
Common Share at a price of US$1.00 for a period of two years from
September 25, 2014. The Common Shares and the Warrants, and the Common
Shares issuable on exercise of the Warrants, will be subject to a
four-month hold period from September 25, 2014 under applicable
In connection with the Private Placement, Orion, which now owns
approximately 10.9% of the outstanding Common Shares, was granted the
right to nominate one individual for election to the Board of Directors
of the Company for 24 months following September 25, 2014 and thereafter
for such time as Orion owns at least 10% of the outstanding Common
Shares, subject to certain adjustments.
Aldridge is pleased to announce that the initial Orion nominee, Douglas
Silver, has been appointed to the Board of Directors effective
Mr. Silver is a highly regarded mining and investment executive with
more than 30 years of experience in the international mining industry.
He is currently a portfolio manager of Orion and a director of Stornoway
Diamond Corporation and Oracle Mining Corp. Mr. Silver was the founder,
CEO and Chairman of International Royalty Corporation, one of the
largest publicly-traded mining royalty companies, until its sale to
Royal Gold Inc. in 2010. Mr. Silver has a BA in Geology from the
University of Vermont and a Masters in Economic Geology from the
University of Arizona.
Mr. Barry Hildred, Chairman of the Board of Aldridge, stated: “On behalf
of my fellow directors, I am pleased that Douglas has joined the
Aldridge Board following the successful completion of the Transactions.
We look forward to benefiting from Douglas’ extensive experience in the
mining business as we progress through the land acquisition, detailed
engineering, project construction, commissioning and operations at
In order to facilitate the Transactions, Mr. John Cook has agreed to
resign from the Board of Directors effective immediately. Mr. Hildred
added: “I wish to extend my personal appreciation to John for his many
contributions to Aldridge over the past three years. Most recently, John
was instrumental in achieving the positive Yenipazar Optimization Study
results we announced earlier this year and we look forward to continuing
to benefit from John’s technical expertise in his new role with Aldridge
as Technical Advisor to the CEO.”
US$35 Million Loan
The Company also announced that it has obtained an initial advance of
US$10 million under the Loan. The proceeds from advances under the Loan,
together with the net proceeds of the Private Placement, will be used to
fund the Yenipazar land acquisition, advance basic and detailed
engineering and for general working capital purposes through to project
Principal amount of US$35 million.
The maturity date is August 29, 2016.
Interest is 9% per annum plus the greater of 3 month USD LIBOR and 1%.
Interest will accrue over the term of the Loan and will be capitalized
Early repayment of the Loan may occur at any time without charges
(other than customary breakage costs).
The Loan is not subject to any structuring or arrangement fees.
Orion has a first priority security interest in all of the material
assets of the Company and Aldridge Mineral Madencilik Limited Şirketi.
Such security will be released following full repayment of the Loan
plus all accrued interest.
Lead Concentrate and Gold Offtakes
Aldridge and Orion, together with Aldridge’s wholly-owned subsidiary
Aldridge Mineral Madencilik Limited Şirketi (“Aldridge Turkey”), have
also entered into definitive Offtakes. Under the Offtakes, Aldridge
Turkey has agreed to sell and Orion has agreed to purchase on a
take-or-pay basis certain lead concentrate and gold expected to be
produced at the Company’s Yenipazar Project. Aldridge Turkey will sell
50% of the gold produced over the first ten years of the mine plan at
Yenipazar, subject to minimum total deliveries of 237,089 ounces of
gold. Aldridge Turkey will also sell 5,000 dry metric tonnes of lead
concentrate per annum to Orion over the first ten years of the mine plan
at Yenipazar, corresponding to approximately 20% of the total lead
concentrate volume, subject to minimum total deliveries of 50,000 dry
metric tonnes of lead concentrate. The payment price for both the lead
concentrate and the gold will be determined in the context of the market
at the time of delivery, subject to certain quotational periods. The
Offtakes underscore Orion’s confidence in the Project and will assist
Aldridge in demonstrating bankable revenue streams to prospective
The securities being offered have not been, nor will they be registered
under the United States Securities Act of 1933, as amended, or state
securities laws and may not be offered or sold within the United States
or to, or for the account or benefit of, U.S. persons absent U.S.
federal and state registration or an applicable exemption from the U.S.
registration requirements. This release does not constitute an offer for
sale of securities in the United States.
Aldridge is a development stage mining company focused on its wholly
owned Yenipazar polymetallic VMS Project (Au, Ag, Cu, Pb, Zn) in Turkey
(the “Project”), a country that is committed to developing its natural
resources. Aldridge completed the Yenipazar Optimization Study and filed
the related NI 43-101 compliant technical report in May 2014, which
updated the original May 2013 Feasibility Study. The Company is
currently advancing the Project on key aspects including permitting,
design, land acquisition and project financing.
Caution Regarding Forward-Looking Information
This news release includes certain forward-looking statements within the
meaning of Canadian securities laws, including, but are not limited to,
the ability to meet the conditions under the Loan to obtain future
advances under the Loan, the ability to accomplish remaining milestones,
land acquisitions, securing project financing in 2015, advancing the
Yenipazar Project to production, economic performance, future plans and
objectives of the Company.
Forward-looking statements involve risks, uncertainties and other
factors that could cause actual results, performance, prospects and
opportunities to differ materially from those expressed in such
forward-looking statements. Such risks, uncertainties and factors
including meeting conditions for advances under the Loan and the other
factors discussed under the heading “Risk Factors” in the Company’s
Management’s Discussion and Analysis for the year ended December 31,
2013 and in other continuous disclosure filings made by the Company with
Canadian securities regulatory authorities and available at www.sedar.com.
Any number of important factors could cause actual results to differ
materially from these forward-looking statements as well as future
Forward-looking information is based on a number of factors and
assumptions which have been used to develop such information but which
may prove to be incorrect, including, but not limited to, assumptions in
connection with the continuance of Aldridge and its subsidiaries as a
going concern, general economic and market conditions, mineral prices,
the accuracy of mineral resource estimates. Although Aldridge believes
that the assumptions and factors used in making the forward-looking
statements are reasonable, undue reliance should not be placed on these
statements, which only apply as of the date of this news release, and no
assurance can be given that such events will occur in the disclosed time
frames or at all. Aldridge disclaims any intention or obligation to
update or revise any forward-looking statement, whether as a result of
new information, future events or otherwise unless required by law.
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 news release.