Categories

A sample text widget

Etiam pulvinar consectetur dolor sed malesuada. Ut convallis euismod dolor nec pretium. Nunc ut tristique massa.

Nam sodales mi vitae dolor ullamcorper et vulputate enim accumsan. Morbi orci magna, tincidunt vitae molestie nec, molestie at mi. Nulla nulla lorem, suscipit in posuere in, interdum non magna.

Buffalo Coal Secures an Additional US$4.0 Million Loan Facility

TORONTO, ONTARIO–(Marketwired – Feb 2, 2015) – Buffalo Coal Corp. (BUF.TO)(JSE:BUC) (“Buffalo” or “the Company”) announces that the Company has signed a term sheet (the “Term Sheet”) to secure an additional US$4.0 million loan facility from Resource Capital Fund V L.P (“RCF”).

Despite the restructuring initiatives which have been implemented throughout the Company during 2013 and 2014 and the financing already secured from RCF, current market conditions and operational performance have necessitated further restructuring and a requirement for additional capital in order to improve operating efficiencies, support the Company’s working capital requirements during the proposed restructuring period and return to profitability, thereby ensuring that Buffalo remains sustainable into the future.

Under the terms set out in the Term Sheet, the US$4.0 million will be advanced as a bridge loan (“the Bridge Loan”), and subject to receiving regulatory and shareholder approvals as may be required (the “Approvals”), will roll over into Buffalo’s existing US$25.0 million convertible loan with RCF (“the Existing Convertible Loan”), under the same terms and conditions except for the proposed amendments to the interest rate and conversion price as set out below and the increased amount available under the loan.

Bridge Loan

The Bridge Loan will be used for capital investments, general working capital and to implement the proposed restructuring process at Buffalo’s operations in Dundee, South Africa, as announced on December 22, 2014. Funds from the Bridge Loan will be available upon satisfaction of the conditions precedent set out in the Term Sheet and will be drawn on an as needed basis.

The Bridge Loan will bear interest at a rate of 15% per annum, payable on the maturity date which is the earlier of the date on which all Approvals are received or June 30, 2015. Subject to receipt of the Approvals, interest will be payable in common shares of Buffalo (“Common Shares”) at a price per share equal to the 20-day volume weighted average price (“VWAP”) as at the date the payment is due.

No establishment fees will be incurred on the Bridge Loan.

Upon receipt of the Approvals, the Bridge Loan will roll into the Existing Convertible Loan (as discussed below). If the Approvals are not received by June 30, 2015, the Bridge Loan and all accrued but unpaid interest due to RCF will be immediately due and payable in cash.

Convertible Loan

Subject to receipt of the Approvals, the Bridge Loan will roll over into the Existing Convertible Loan, resulting in an aggregate US$29.0 million convertible loan facility with RCF (the “Convertible Loan”). The Convertible Loan will have the same terms and conditions as the Existing Convertible Loan, except for the following changes to the interest rate, conversion price and the increased amount available under the loan. The Existing Convertible Loan bears interest at a rate of 12% per annum and is convertible into Common Shares at a price of C$0.1446. Subject to receipt of the Approvals, the interest rate on the Convertible Loan will be increased to 15% per annum and the conversion price will be decreased to C$0.0469, a 25% discount to the 5-day VWAP as at the date prior to the date of release of this announcement.

The Approvals

The issuance of Common Shares to RCF in satisfaction of interest obligations under the Bridge Loan, the conversion of the Bridge Loan, and the adjustment of the interest rate and conversion price on the Existing Convertible Facility are subject to regulatory and shareholder approvals. Buffalo intends to seek approval of its shareholders for these matters at the Annual General Meeting to be held no later than June 30, 2015. As these transactions are related party transactions under Multilateral Instrument 61-101, RCF and its affiliates holding Buffalo Common Shares will not vote on these matters at this meeting.

Other Transaction Terms

The Term Sheet provides that if Buffalo terminates the Bridge Loan or is unable to proceed with the Bridge Loan (other than in instances where Buffalo or any of its subsidiaries are unable to proceed with the Bridge Loan because of the failure to obtain regulatory approvals on the terms set out therein, including, but not limited to, any exchange control approvals or approval by the TSX), Buffalo shall promptly pay to RCF a termination fee of 5.0% of the Bridge Loan amount if the Bridge Loan is not advanced, payable in cash.

The Term Sheet provides that the Bridge Loan will be subject to a number of usual and customary conditions precedent for a transaction of this nature, including the execution of definitive transaction documents and will close on February 28, 2015 or such earlier date as the parties may agree.

About Buffalo Coal

Buffalo is a coal producer in southern Africa. It holds a majority interest in two operating mines through its 100% interest in Buffalo Coal Dundee (Pty) Ltd, a South African company which has a 70% interest in Zinoju Coal (Pty) Ltd (“Zinoju”). Zinoju holds a 100% interest in the Magdalena bituminous mine and the Aviemore anthracite mine in South Africa. Buffalo has an experienced coal-focused management team.

Cautionary Notes:

This press release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. Forward-looking information includes, but is not limited to, statements with respect to the future financial or operating performance of Buffalo and its projects. Generally, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Buffalo to be materially different from those expressed or implied by such forward-looking information, including but not limited to: general business, economic, competitive, foreign operations, political and social uncertainties; a history of operating losses; delay or failure to receive board or regulatory approvals; timing and availability of external financing on acceptable terms; not realizing on the potential benefits of the proposed transaction; conclusions of economic evaluations; changes in project parameters as plans continue to be refined; future prices of mineral products; failure of plant, equipment or processes to operate as anticipated; accidents, labour disputes and other risks of the mining industry; and, delays in obtaining governmental approvals or required financing or in the completion of activities. Although Buffalo has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. Buffalo does not undertake to update any forward-looking information, except in accordance with applicable securities laws.

[…]

Forbes Coal Closes First Tranche of US$25 Million Loan Facility

TORONTO, ONTARIO–(Marketwired – Feb 5, 2014) – Forbes & Manhattan Coal Corp. (“Forbes Coal” or the “Company“) (FMC.TO)(FMC.TO) has closed on the first tranche of the previously announced secured convertible loan facility from Resource Capital Fund V L.P (“RCF“) in the aggregate principal amount of up to US$25 million (the “Facility“). The first tranche consists of a bridge loan (the “Bridge Loan“) in the amount of US$4 million. The remainder of the Facility consists of a convertible loan in the principal amount of up to US$15 million (the “Convertible Loan“), and a refinancing of the existing US$6 million convertible loan facility completed between the Company and RCF on September 6, 2013 (the “Refinancing“). The Bridge Loan is to be used for general working capital in relation to Forbes Coal’s operations in Dundee, South Africa as well as to facilitate the closing of the Company’s Toronto office.

In connection with the Bridge Loan, RCF will receive an establishment fee equal to 5% of the value of the Bridge Loan, payable in common shares in the capital of Forbes Coal (“Common Shares“), issued at a price of C$0.1446 per Common Share.

The Bridge Loan will bear interest at a rate of 15% per annum, payable each month. Interest payment obligations under the Bridge Loan may be satisfied in cash, or, at the option of RCF, through the issuance of Common Shares valued at the 20-day volume-weighted average price (“VWAP“) of the Common Shares on the Toronto Stock Exchange prior to the relevant interest payment date.

The Bridge Loan will mature on June 30, 2014, provided that if Forbes Coal receives all necessary shareholder approvals as may be required in connection with the Facility, the Bridge Loan will convert into a convertible loan with the same terms and conditions as the Convertible Loan, with the principal amount of the Bridge Loan convertible into Common Shares at a price of C$0.1446 per Common Share.

The issuance of Common Shares to RCF upon conversion of the Bridge Loan, the Convertible Loan and the Refinancing, in satisfaction of interest obligations under the Convertible Loan and the Refinancing, and in satisfaction of the establishment fee payable in connection with the Convertible Loan are subject to shareholder approval. Forbes Coal intends to seek approval of its shareholders for these issuances at a special meeting to be held no later than April 30, 2014. Pursuant to the policies of the TSX and Multilateral Instrument 61-101 – Protection of Minority Shareholder in Special Transactions (“MI 61-101“), RCF will not vote on the resolution approving the issuances of the Common Shares to RCF under the Facility.

About Forbes Coal

Forbes Coal is a growing coal producer in southern Africa. It holds a majority interest in two operating mines through its 100% interest in Forbes Coal (Pty) Ltd., a South African company which has a 70% interest in Zinoju Coal (Pty) Ltd. (“Zinoju“). Zinoju holds a 100% interest in the Magdalena bituminous mine and the Aviemore anthracite mine in South Africa. Forbes Coal has an experienced coal-focused management team.

Cautionary Notes:

This press release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. Forward-looking information includes, but is not limited to, statements with respect to the Facility, the meeting to be held in connection with approval of the issuance of certain Common Shares issuable under the Facility and future financial or operating performance of Forbes Coal and its projects. Generally, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Forbes Coal to be materially different from those expressed or implied by such forward-looking information, including but not limited to: general business, economic, competitive, foreign operations, political and social uncertainties; a history of operating losses; delay or failure to receive board or regulatory approvals; timing and availability of external financing on acceptable terms; not realizing on the potential benefits of the proposed transaction; conclusions of economic evaluations; changes in project parameters as plans continue to be refined; future prices of mineral products; failure of plant, equipment or processes to operate as anticipated; accidents, labour disputes and other risks of the mining industry; and, delays in obtaining governmental approvals or required financing or in the completion of activities. Although Forbes Coal has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.

Commodity MarketsCompany Earningsbridge loan Contact:

Forbes & Manhattan Coal Corp.

Craig Wiggill

Executive Chairman and Interim CEO

+27 11 656 3206

crwiggill@gmail.com

Forbes & Manhattan Coal Corp.

Sarah Williams

Chief Financial Officer

swilliams@forbescoal.com
www.forbescoal.com […]

Forbes Coal Secures an Offer of Up to US$19.0 Million Loan Facility

TORONTO, ONTARIO–(Marketwired – Dec 31, 2013) – Forbes & Manhattan Coal Corp. (FMC.TO)(FMC.TO) (“Forbes Coal” or “the Company”) has secured the offer of a significant funding package by Resource Capital Fund V L.P (“RCF“) into the Company, comprising up to a total of up to US$19.0 million (the “Transaction“).

This funding package is comprised of a bridge loan of US$4.0 million (the “Bridge Loan“) and a convertible loan of up to US$15.0 million (the “Convertible Loan“).

Bridge Loan

The Bridge Loan facility is to be used for general working capital in relation to Forbes Coal’s operations in Dundee, South Africa as well as to facilitate the closing of the Company’s Toronto office.

The Company will incur a 5% establishment fee in connection with the Bridge Loan and the Bridge Loan will bear interest at a rate of 15% per annum, payable in arrears at the end of each calendar quarter. Subject to receipt of shareholder approval or an exemption therefrom, the establishment fee will be payable in common shares of Forbes Coal at a price of C$0.14 per share and interest payments will be payable in cash or common shares of Forbes Coal at a price per share equal to the 20-day VWAP as at the date the payment is due. The Bridge Loan will mature on June 30, 2014, provided that if Forbes Coal receives all necessary regulatory and/or shareholder approvals, as may be required, the Bridge Loan will convert into a convertible loan with the same terms and conditions as the Convertible Loan.

Payment of the establishment fees and interest to RCF in connection with the Bridge Loan and the Convertible Loan (described below) in cash or common shares of Forbes Coal, and the conversion of the principal amount of the Bridge Loan or the Convertible Loan into common shares of Forbes Coal is subject to shareholder approval pursuant to the policies of the Toronto Stock Exchange (the “TSX”). Forbes Coal will be making an application to the TSX to rely on the financial hardship exemption in connection with such payments and share issuances. Reliance on the financial hardship exemption will be subject to TSX approval.

Convertible Loan

The Convertible Loan facility is to be used to provide further funds for general working capital which will allow the Company to enact strategies to improve its operations in Dundee, South Africa as well as to provide for further capital investment. Subject to receipt of shareholder approval or an exemption therefrom, the Convertible Loan is convertible into common shares of Forbes Coal at a price of C$0.14 per common share.

The Company will incur a 5% establishment fee based on the amount drawn under the Convertible Loan, and the Convertible Loan will bear interest at a rate of 12% per annum, payable in arrears at the end of each calendar quarter. Subject to receipt of shareholder approval or an exemption therefrom, the establishment fee will be payable in cash or common shares of Forbes Coal at a price of C$0.14 per share and interest payments will be payable in cash or common shares at a price per share equal to the 20-day VWAP as at the date the payment is due.

The Convertible Loan matures on June 30, 2017.

Subject to receipt of shareholder approval, the existing RCF US$6.0 million convertible loan which closed on September 4, 2013 will be amended to contain the same terms and conditions as the Convertible Loan. As a result and upon conversion of the Bridge Loan, Forbes Coal will enter into a convertible loan facility with RCF for an aggregate amount up to US$25 million (which will include the Convertible Loan).

In the event that TSX approval for the financial hardship exemption is not received for all or part of the transactions contemplated by the Bridge Loan or the Convertible Loan, Forbes Coal will call and hold a special shareholder meeting to approve such transactions and the amendment of the terms of the current US$6 million convertible loan facility. Further details of the shareholder meeting will be announced in due course.

Forbes Coal is also considering a non-underwritten pro-rata entitlement offer to existing shareholders for gross proceeds of up to $5 million. The offer remains subject to receipt of regulatory approval and if required, shareholder approval.

The Transaction is a related party transaction under MI 61-101 and will be subject to minority shareholder approval in accordance with section 5.6 of MI 61-101. Forbes Coal will be relying on the valuation exemption set forth is section 5.5(c) of MI 61-101. Forbes Coal does not have knowledge of any material information concerning Forbes Coal or its securities that has not been generally disclosed. Neither Forbes Coal nor any of its officers or directors, after reasonable inquiry, are aware of any prior valuations that have been completed in the past 24 months. RCF currently owns 7,551,516 (21.5%) of the issued and outstanding common shares of Forbes Coal on a non-dilutive basis. Assuming an exchange rate of C$1.00 = US$1.00, if RCF converts the entire amount of the Bridge Loan and Convertible Loan and chooses to receive the relevant establishment fees in common shares, RCF will be issued an aggregate of 142,500,000 common shares, which would result in RCF holding an aggregate of 150,051,516 (81%) of the issued and outstanding common shares of Forbes Coal.

If the full amount of the Convertible Loan is issued and RCF chooses to receive all interest payments under the Transaction in common shares, assuming a conversion price of $0.16 (being the 20 day VWAP as of December 27, 2013), RCF will be issued an additional 46,105,480 common shares, which, along with the shares received by RCF if it converts the entire amount of the Bridge Loan and Convertible Loan and chooses to receive the establishment fees in common shares, would result in RCF holding an aggregate of 196,156,996 (85%) of the issued and outstanding common shares of Forbes Coal.

If the full amount of the Convertible Loan is issued and RCF chooses to receive all interest payments under the Transaction in cash, the Convertible Loan and the Bridge Loan are outstanding until maturity and Forbes Coal receives the requisite shareholder approvals, a total of $7,376,876 of interest would be paid. Pursuant to the Transaction RCF will have the right to participate in any future financings by Forbes Coal on a pro rata basis to its partially diluted shareholdings.

In addition, provided that RCF holds common shares or the right to acquire common shares equal to at least 10% of the issued and outstanding common shares, RCF will have the right to nominate one individual to the board of directors. If RCF holds common shares or the right to acquire common shares equal to at least 30% of the issued and outstanding common shares, RCF will have the right to nominate two individuals to the board of directors. If RCF holds common shares or the right to acquire common shares equal to at least 50% of the issued and outstanding common shares, RCF will have the right to nominate three individuals to the board of directors.

The Transaction is subject to, inter alia, completion of definitive agreements, approval by Forbes Coal’s senior lender, the successful closure of the Toronto office of Forbes Coal, negotiations with certain creditors and regulatory approvals, including without limitation, Toronto Stock Exchange approval and approval of the South African Reserve Bank. The Bridge Loan is expected to close on or around January 31, 2014. The Convertible Loan is expected to close on or around April 30, 2014.

Corporate Structure

Upon successful completion of the Transaction, and subject to certain other conditions, Mssrs. Stan Bharti and Stephan Theron will step down as directors of Forbes Coal. Following closing of the Transaction it is anticipated that Mr. Theron, Ms. Deborah Battiston and Mr. Neil Said will resign their management positions with Forbes Coal. Following his resignation, Mr. Theron will remain a special advisor to the Company.

Mr. Craig Wiggill will assume an interim role of Executive Chairman from closing of the Transaction until the date of shareholder approval. Mr. Malcolm Campbell will be appointed as Chief Executive Officer of the Company from the date of shareholder approval, and Ms. Sarah Williams will be appointed as Chief Financial Officer from closing of the Transaction.

In addition, the Company is also in discussions with its senior lender regarding a restructuring of its debt facilities, and will be implementing a rebranding strategy, including a change of name, subject to shareholder approval, further details of which will be announced in due course.

About Forbes Coal

Forbes Coal is a coal producer in southern Africa. It holds a majority interest in two operating mines through its 100% interest in Forbes Coal (Pty) Ltd., a South African company which has a 70% interest in Zinoju Coal (Pty) Ltd. (“Zinoju“). Zinoju holds a 100% interest in the Magdalena bituminous mine and the Aviemore anthracite mine in South Africa. Forbes Coal has an experienced coal-focused management team.

Cautionary Notes:

This press release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. Forward-looking information includes, but is not limited to, statements with respect to the Transaction with RCF, references to the private placement and future financial or operating performance of Forbes Coal and its projects. Generally, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Forbes Coal to be materially different from those expressed or implied by such forward-looking information, including but not limited to: general business, economic, competitive, foreign operations, political and social uncertainties; a history of operating losses; delay or failure to receive board or regulatory approvals; timing and availability of external financing on acceptable terms; not realizing on the potential benefits of the proposed transaction; conclusions of economic evaluations; changes in project parameters as plans continue to be refined; future prices of mineral products; failure of plant, equipment or processes to operate as anticipated; accidents, labour disputes and other risks of the mining industry; and, delays in obtaining governmental approvals or required financing or in the completion of activities. Although Forbes Coal has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.

Contact:

Forbes & Manhattan Coal Corp.

Stephan Theron

President and Chief Executive Officer

+1 (416) 861-5912

stheron@forbescoal.com

Forbes & Manhattan Coal Corp.

Sarah Williams

Vice President – Finance

+27 11 656 3206

swilliams@forbescoal.com

Forbes & Manhattan Coal Corp.

Craig Wiggill

Chairman

crwiggill@gmail.com
www.forbescoal.com […]

Aegis refinances $190 mn bridge loan with mix of debt, cash

Essar group company Aegis today said it has refinanced its $190 million bridge loan through a mix of a new five-year debt of $156 million and cash available on its books. […]