TORONTO, July 27, 2011 /CNW/ – Zaruma Resources Inc. (TSXV-ZMR.H), (the “Company“) today announced that it has completed the previously announced US$25 million equity financing and US$30 million debt financing. Funds have been released from escrow, Mexican court approved agreements have ended the litigation with various creditors in Mexico, and the necessary filings were made in certain courts and registries in Mexico that will result in the removal of existing liens on the Company’s mining concessions. The Company has issued 488,649,998 common shares and 488,649,998 warrants permitting the holder to acquire the same number of common shares at a price of C$0.10 for a period of two years as part of the equity financing.
In exchange for the cancellation of all agreements between the Company and Glencore International AG and certain of its affiliates, the Company issued 21,500,600 common shares and 21,500,600 warrants permitting the holder to acquire the same number of common shares at a price of C$0.10 for a period of two years.
Gravity Ltd. provided bridge financing to the Company, and converted its C$800,000 Convertible Promissory Note issued by the Company and C$83,047 in accrued interest to 17,660,940 common shares of the Company.
Zaruma Gold Mining Ltd. (“ZGML“) subscribed for US$20 million of the equity financing, with a commitment that the funds be used for the completion of the Luz del Cobre Copper Project. ZGML together with its affiliate, Kirkland Intertrade Corp. (“Kirkland“) has aggregate ownership of 405,533,980 common shares, representing approximately 62% of the issued and outstanding common shares of the Company on an undiluted basis (or 811,067,960 common shares or approximately 77% on a partially diluted basis assuming exercise of all warrants held by ZGML and Kirkland only). ZGML’s subscription was approved by the shareholders at a Special Meeting of Shareholders held on December 29, 2010.
In accordance with the resolution passed by the shareholders on July 18, 2011, the number of directors was increased from five to seven, and on the completion of the financing, Mr. Maxim Finskiy and Dr. Geoffrey Cowley were elected to fill the vacancies. Dr. Peter Lorange retired as a director of the Company, and the directors appointed Mr. Francis Scola to fill the vacancy. Personal information and the details of the principal occupation of the new directors are set out in the Management Information Circular dated June 16, 2011 and sent to the Company’s shareholders in connection with the July 18, 2011 meeting of shareholders. At this time the Board wishes to express its thanks to Dr. Lorange for more than ten years’ service as a director during the Company’s formative years.
Under a shareholder rights agreement (the “Shareholder Rights Agreement“) effective as of July 15, 2011 between the Company and ZGML, ZGML is entitled to appoint the majority of the directors (so long as it holds at least 50% of the issued and outstanding common shares of the Company). Such number of directors as is equal to its percentage shareholding in the Company (if it holds less than 50% of the issued and outstanding common shares of the Company). In addition, the Shareholder Rights Agreement provides ZGML with pre-emptive rights with respect to certain potential future issuances of certain securities by the Company, until such time as ZGML and its respective affiliates exercise control or direction over less than 19.9% of the issued and outstanding common shares of the Company on an undiluted basis.
Deutsche Bank AG, London Branch (the “Bank“), acting as Agent provided US$30 million in debt financing, with the proceeds dedicated to completion of the Luz del Cobre Copper Project, including the settlements with creditors. The Loan accrues interest at 10% without payment for the first nine months, then amortizes over a 48 month period. US$5 million is held in a Performance Reserve Account, with US$3 million to be released when the copper production reaches 1500 tonnes over three consecutive months, approximately 80% of design capacity of the copper recovery plant. The remaining US$2 million will be held until two months prior to the end of the amortization period.
The Company entered into a Copper Collar Swap Transaction with the Bank for 190 tonnes per month for 48 months (approximately 30% of projected production) whereby if the average price of copper for the month is below US$4500 per tonne, the Bank will pay the Company the difference, and if the price exceeds US$9525 per tonne the Company will pay the Bank the excess over US$9525 for the 190 tonnes per month. The Company also entered into a Copper Call Option Agreement whereby the Bank will have a call on 150 tonnes per month for 48 months at a price of US$10,100 per tonne.
Security arrangements have been put in place with respect to the new debt financing, including a new first lien on the mining concessions and the fixed assets in Mexico and a pledge of the shares of Minerales Libertad, S.A. de C.V. (“ML“), the Company’s wholly owned subsidiary in Mexico. ML proposes to put the Luz del Cobre Copper Project into production as early as the first quarter of 2012. Staffing of the Project is in process, with senior positions being filled in August; the planning of the remaining development and construction work is well advanced.
Final Approval of the listing of the Company as a Tier 1 Mining Issuer on the TSX Venture Exchange is subject to the satisfaction of certain conditions stipulated by the Exchange. A Filing Statement which discloses Material Facts related to the Company, including the effect of the current Financing on the Company’s Balance Sheet on a Pro Forma basis, as well as the Loan Agreement with the Bank will be filed on SEDAR today.
The 652,320,285 common shares of the Company currently outstanding are subject to a trading halt and will remain halted pending the listing approval by the TSX Venture Exchange.
Zaruma Resources Inc. is a pre-production stage company listed on the TSX-V NEX Board (symbol ZMR.H) and the Frankfurt Stock Exchange (symbol: ZMR).
Neither 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 release.
