GRAND BAIE, MAURITIUS--(Marketwired - Dec. 7, 2017) -Alphamin Resources Corp. (TSX VENTURE:AFM) ("Alphamin", or the "Company") is pleased to announce that it has entered into an agreement with Sprott Capital Partners ("SCP") and Tamesis Partners LLP ("Tamesis") (collectively, the "Agents"), under which the Agents have agreed to act on behalf of the Company in connection with a best efforts private placement of up to 124,651,807 Units (as defined below) at a price of C$0.32 per Unit to raise gross proceeds of up to approximately C$39.9 million (up to approximately US$31.3 million) (the "Private Placement"), including a brokered private placement in South Africa to be priced in Rand at the equivalent price of ZAR3.40 (the "JSE Placement").
Contemporaneously with the closing of the Private Placement, the Company intends to complete a non-brokered private placement with its 44.15% shareholder, Tremont Master Holdings Limited ("Tremont"), for up to 98,538,537 Units on the same terms to raise additional proceeds of up to approximately C$31.5 million (up to approximately US$24.8 million) (the "Tremont Private Placement").
Collectively, the Private Placement (including the JSE Placement) and the Tremont Private Placement (collectively, the "Offering") would raise aggregate gross proceeds of up to approximately C$71.4 million (up to approximately US$56.1 million) from the issue of up to 223,190,344 Units.
Each Unit comprises one common share of the Company (a "Common Share") and one half of one Common Share purchase warrant (each whole Common Share purchase warrant, a "Warrant"). Each Warrant is exercisable to acquire one Common Share (a "Warrant Share") for a period of 36 months following the closing date of the respective offerings at an exercise price of C$0.40 per Warrant Share (or in the case of Warrants issued to participants in the JSE Placement, the exercise price will be determined with respect to the average CAD:ZAR exchange rate on the day before the Warrant is exercised), subject to adjustment in certain events. The Company will make an application to list the Common Shares, the Warrants and the Warrant Shares issuable pursuant to the Offering on the TSXV Exchange (other than the Warrants issued pursuant to the JSE Placement which will not be listed on the TSXV Exchange).
The Agents have been granted an option (the "Over-Allotment Option") to sell that number of additional Units as is equal to 15% of the size of the Private Placement. The Over-Allotment Option may be exercised at any time, in whole or in part, until 24 hours prior to the closing of the Private Placement.
The net proceeds of the Offering will be applied towards the equity requirement for the continued development of the Company's 80.75% owned Bisie tin project (the "Project") and for general corporate purposes. The Company is partnering in the development of the Project with the Government of the Democratic Republic of Congo, which has a free carried interest of 5%, and the Industrial Corporation of South Africa (the "IDC"), which has an interest of 14.25%. The IDC has advised the Company that it has received credit committee approval for an investment to finance its 15% pro rata share of the Project's equity funding requirement.
As previously announced, the Company has entered into a definitive credit agreement in connection with US$80.0 million of project debt for the Project. The Project has a peak funding requirement, effective 1 January 2017, of US$172.1 million, including a US$23.0 million contingency. Of this amount, in excess of 80 per cent of the total peak funding requirement has been raised and committed. The balance of the peak funding requirement is addressed by the successful completion of the Offering.
Completion of the Offering is subject to certain conditions including the receipt of all necessary regulatory approvals, including the approval of the TSXV. The Private Placement and the Tremont Private Placement are expected to close concurrently on or about January 8, 2017. The Company anticipates the JSE Placement shall occur on or about December 15, but in any event, concurrent with, and no later than, the closing of the Private Placement and Tremont Private Placement.
All of the securities sold pursuant to the Offering will be subject to a four month hold period which will expire four months and one day from the date of closing of the Offering.
The Agents will receive a cash commission of up to 6% of funds raised from the gross proceeds of the Private Placement.
This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933 (the "1933 Act") or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available.
All amounts have been translated using exchange rates of USD1: CAD1.2731 and CAD1: ZAR10.6266, being the exchange rates prevaling on December 6, 2017, the last practicable date prior to this announcement.
