|By Marketwired .||
|May 8, 2014 10:41 AM EDT||
QUEBEC CITY, QUEBEC -- (Marketwired) -- 05/08/14 -- Robex Ressources Inc. ("Robex" or "the Company") (TSX VENTURE:RBX)(FRANKFURT:RB4) is pleased to announce that the board of directors has approved an agreement in principle to conclude a subscription agreement (the "Subscription Agreement") with African Peak Trading House Limited (the "Trading House") to finance its capitalization by an aggregate amount of CDN$15,000,000 contemplated to take place on or about May 29, 2014 which will also change the Company's international corporate structure. The Trading House will subsequently enter into a CDN$15,000,000 senior non-revolving credit facility through a secured Gold Stream Credit Agreement ("Gold Loan") with the Company's subsidiary Nampala S.A. ("Nampala") to support and finance the capital expenditures for production at the gold mine in Moussala, Nampala, Mali (the "Mine").
On April 3, 2014, the Company announced the completion of the construction of phase 1 of the Mine. In anticipation of upcoming completion of the Mine and the beginning of its production phase, the Company will change its international corporate structure, with a purpose of improving the Company's return on investment and restructuring its indebtedness.
The Company will make a subscription in the capital of the Trading House to fund its operations, as further described hereunder. The required subscription capital of CDN$15,000,000 will originate from a short term advance, without interest, made by Georges Cohen, president and CEO, and a significant shareholder of the Company. The Trading House will in turn offer secured financing to Nampala to restructure its intercompany indebtedness, finance the capital expenditures for the completion and operation of the Mine, support its production phase and for working capital purposes. Nampala will refund the Company a portion of its amount owing of CDN$15,000,000, representing a portion of the advances made by Company for the construction of the Mine. The Company will use these funds to reimburse the short term advance of CDN$15,000,000 made by Georges Cohen to implement the Subscription Agreement.
Under the terms of the Subscription Agreement, the Company will purchase 1,000 Common Shares and 15,000,000 Class B Shares of the Trading House, respectively, at CDN $1.00 per share in a private placement (the "Trading House Private Placement").
On February 28, 2014, the GII Trust was registered in Gibraltar and was created pursuant to a trust deed dated February 17, 2014. The GII Trust will subscribe to 1,000,000 Class A shares of the Trading House at CDN$0.001 per Class A share ("Class A Shares") (the "Trust Private Placement"). The Class A Shares will confer voting rights to the GII Trust and the legal control of the Trading House. The Class A Shares are entitled to a preferential discretionary dividend up to CDN$0.05 per Class A Share (CDN$50,000 in the aggregate) per year.
The Trading House Private Placement is a related party. The Company is relying on exemptions provided under sections 5.5 and 5.7 of Regulation 61-101 respecting Protection of Minority Security Holders in Special Transactions.
Following the Trading House Private Placement, Company will own all the issued and outstanding Common Shares and all the issued and outstanding Class B Shares of the Trading House. The Company will continue to own its shares in Nampala. The GII Trust will own 1,000,000 Class A Shares of Trading House.
The Trading House will use the subscription proceeds from the Trading House Private Placement to establish, in favour of Nampala, a CDN$15,000,000 senior non revolving credit facility by way of the Gold Loan. The proceeds from the Gold Loan will be used by the Company to the restructure its intercompany indebtedness, fund capital expenditures for the construction and operation of the Mine and for working capital purposes. Under the Gold Loan, Nampala will deliver to the Trading House all of the dore bars extracted from the Mine over a ten years period, in payment of the capital and interest owed under the Gold Loan. The Trading House will sell the dore bars on the international open market and distribute its profits by way of intercompany dividends to the Company. Nampala will be a guarantor under the Gold Loan and will also enter into security agreements to grant liens on its properties and assets to the Trading House in order to secure its obligations under the Gold Loan.
Mr. Cohen stated: "Due to the unstable situation in the North of Mali, it is considered a high risk country with the consequence that medium and long term debts are priced accordingly. By structuring a gold loan, Robex was able to secure long term financing even in spite of the situation in the North of Mali. This provides us with more flexibility to expand and grow our operations in Mali".
This press release contains statements that may constitute "forward-looking information" or "forward-looking statements" as set out within the context of security law. This forward-looking information is subject to many risks and uncertainties, some of which are beyond Robex Inc.'s ("Robex") control. The actual results or conclusions may differ considerably from those that have been set out, or intimated, in this forward-looking information. There are many factors which may cause such disparity, especially the instability of metal market prices, the results of fluctuations in foreign currency exchange rates or in interest rates, poorly estimated reserves, environmental risks (stricter regulations), unforeseen geological situations, unfavourable extraction conditions, political risks brought on by mining in developing countries, regulatory and governmental policy changes (laws and policies), failure to obtain the requisite permits and approvals from government bodies, or any other risk relating to mining and development. There is no guarantee that the circumstances anticipated in this forward-looking information will occur, or if they do occur, how they will benefit Robex. The forward-looking information is based on the estimates and opinions of Robex's management at the time of the publication of the information and Robex does not assume any obligation to make public updates or modifications to any of the forward-looking statements, whether as a result of new information, future events, or any other cause, except if it is required by securities laws.
The TSX Venture Exchange or its Regulation Services Provider (as defined in the policies of the TSX Venture Exchange) accepts no liability for the authenticity or accuracy of this release.
Chief Financial Officer
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