THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN REGULATION NO. 596/2014 (AS IT FORMS PART OF RETAINED EU LAW AS DEFINED IN THE EUROPEAN UNION (WITHDRAWAL) ACT 2018) AND IS IN ACCORDANCE WITH THE COMPANY'S OBLIGATIONS UNDER ARTICLE 7 OF THAT REGULATION.
6 September 2024
Eurasia Mining Plc
Trade Finance Loan Agreement
Eurasia Mining Plc ("Eurasia" or the "Company"), the platinum, iridium, rhodium, ruthenium, palladium ("PGM") and gold mining company, is pleased to announce that it has entered into a trade finance loan agreement with Sanderson Capital Partners Limited ("Sanderson") for up to
Highlights:
· As announced on the 28 August 2024, the purpose of the Trade Finance Loan is to provide the Company with working capital finance.
· To assist with the management of the Company's working capital position, each of the Company's Directors has agreed to defer payment of accrued fees and expenses from the previous 12 months, along with any future compensation due whilst any part of the Trade Finance Loan remains outstanding.
· Christian Schaffalitzky, the Company's Chairman, has pledged 94,619,517 of his ordinary shares in the Company as collateral for the Trade Finance Loan (the "Chairman's Pledge"). The shares will be kept in escrow by Eurasia's solicitors (OBH Partners,
· The Trade Finance Loan is interest free and is repayable by 29 August 2025, or by another date as the parties may agree.
· The Loan is convertible at Sanderson's election (save for during the first 90 days of the agreement, see below), at an average conversion price of 2.7p per share, a premium of 17% to the closing price of on 28 June 2024 (being the last trading day before the suspension of trading in the Company's shares).
· Sanderson has agreed that it will not elect to convert any of the Trade Finance Loan to shares in Eurasia during the first 90 days the Trade Finance Loan is in place.
· The Trade Finance Loan may be drawn down by the Company in five tranches, in each case at the option of the Company, subject to certain milestones being achieved (as described below).
· The initial two tranches totalling
The principal terms of the Trade Finance Loan are as follows:
The Trade Finance Loan may be drawn down on the following basis:
Sanderson may elect to convert all or part of the outstanding Trade Finance Loan balance into such number of the Company's ordinary shares of
The Trade Finance Loan is interest free. Eurasia will pay Sanderson a financing fee of 12.5% of the total amount of the Trade Finance Loan facility to be settled in Ordinary Shares at a price of
Sanderson will also be granted warrants over 54,347,826 Ordinary Shares in Eurasia, exercisable over a two-year period with an exercise price of
Christian Schaffalitzky, Executive Chairman of Eurasia, has pledged 94,619,517 Ordinary Shares, out of his holding of 95,569,517 Ordinary Shares in the Company to be held in escrow by Eurasia's solicitors (OBH Partners,
The grant of the warrants and any issue of new Ordinary Shares pursuant to the Trade Finance Loan is dependent upon the approval of share issuance authorities at the Company's next Annual General Meeting, details of which will be announced shortly (the "AGM").
Financial Position
When taken with the Company's current cash reserves, the
In addition, the Company can elect to draw down on further tranches of the Trade Finance Loan (subject to achieving the milestones set out above) and Eurasia also intends to generate additional cash from sales of the Company's stored inventory of PGM concentrates.
Furthermore, in addition to the Trade Finance Loan, the Company is due VAT refunds totalling approximately
The Company's cash reserves outside of
Related Party Transaction
Christian Schaffalitzky is a Director of the Company. The Chairman's Pledge therefore constitutes a related party transactions in accordance with Rule 13 of the AIM Rules for Companies.
Accordingly, the Company's Directors who are independent of the Trade Finance Loan (being all the Directors with the exception of Christian Schaffalitzky) consider, having consulted with the Company's nominated adviser, that the terms of the Chairman's Pledge is fair and reasonable insofar as the Company's shareholders are concerned.
Christian Schaffalitzky, Eurasia's Executive Chairman commented: "We are delighted that our long-term shareholder Sanderson Capital Partners reached out to help bridge the potential liquidity gap, should it arise. I have a long standing and successful business relationship with the partners of Sanderson including with Eurasia previously, where Sanderson helped fund the first production at West Kylim. Sanderson remains a long-standing shareholder that shares the Company's strategic goals, with the possible sale of our assets being our main focus".
Tanvier Malik, Founder and Partner of Sanderson commented: "Sanderson enjoys a strong relationship with Eurasia and has been supporting Eurasia over the long term from funding first production in 2016 to the most recent participation in a capital market transaction in 2020 at 22.5p. We are pleased to help Eurasia achieve its goals in the near future and we are delighted with the continued support and belief held by the Directors and major shareholders contributing alongside us, as our interests continue to be aligned with the Company".
For further information, please contact:
Eurasia Mining Plc
Christian Schaffalitzky
+44 (0)207 932 0418
SP Angel Corporate Finance LLP (Nomad and Broker)
Jeff Keating / David Hignell / Adam Cowl
+44 (0)20 3470 0470
Yellow Jersey PR (Financial PR)
Charles Goodwin / Shivantha Thambirajah
+44 (0)207 932 0418
Notification of transaction by Person Discharging Managerial Responsibilities ("PDMR")
1 |
Details of the person discharging managerial responsibilities/person closely associated |
|||
a) |
Name |
Christian Schaffalitzky
|
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2 |
Reason for the notification |
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a) |
Position/status |
Executive Chairman
|
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b) |
Initial notification/Amendment |
Initial notification |
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3 |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
|||
a) |
Name |
Eurasia Mining plc |
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b) |
LEI |
213800VWNISV35PTI539 |
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4 |
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted |
|||
a) |
Description of the financial instrument, type of instrument
Identification code |
Ordinary Shares of
GB0003230421 |
||
b) |
Nature of the transaction |
Pledge of 94,619,517 ordinary shares as collateral for convertible loan |
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c) |
Price(s) and volume(s) |
|
||
d) |
Aggregated information |
N/A |
||
e) |
Date of the transaction |
6 September 2024 |
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f) |
Place of the transaction |
Outside a Trading Venue |
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