Endomines AB announces entering into a comprehensive financing package with LDA Capital for an aggregated amount of EUR 14 million and issues 14 million Warrants.Press release (PDF)
The information in this press release is not intended for distribution, publication or public release, directly or indirectly, in or into, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore or the United States, or any other jurisdiction where the publication or distribution of this press release may be unlawful. Please see the important notice at the end of this announcement.
Endomines AB (publ), Stock Exchange Release, 08.05.2021 at 11:45 CEST
Endomines AB (publ) ("Endomines" or the "Company"), is pleased to announce it has entered into a comprehensive financing package with LDA Capital Limited (“LDA” or the “Investor”) providing funding up to EUR 14 million. The financing package includes a Convertible Note Facility Agreement for an aggregate principal amount of EUR 6 million and a Put Option Agreement for an aggregate principal amount of EUR EUR 8 million. The aggregate commitment under the Convertible Note Facility Agreement will be issued to the Investor in tranches of 2 million Euros in convertible notes with a nominal value of 10,000 Euros. LDA is a global alternative investment group with expertise in complex, cross border transactions worldwide. The issue of Convertible Loan Notes, shares under the Put Option Agreement and Warrants referred to below are subject to resolutions by the AGM.
The Convertible Note Facility Agreement has a maturity of 18 months for each tranche and allows each Note holder the right, up to the Maturity Date, to convert any or all the Notes into new shares in the Company. The number of new shares issued to the relevant Note holder will be calculated as the Conversion Amount divided by the Conversion Price, where the latter equals 85% of the volume weighted average share price during the applicable pricing period of fifteen (15) consecutive Trading Days expiring on the Trading Day immediately preceding the Conversion Date. For as long as the company is subject to Swedish law, the Conversion Price may not be lower than the quota value of the shares, i.e. currently 2 SEK. The convertible notes are issued in deviation from the preferential rights of shareholders to the Investor. The issue of the convertibles will require a 2/3 majority at the AGM. The total commitment will be issued to the Investor in tranches of EUR 2 million, Endomines have covenant to drawdown at least EUR 4 million of the financing programme during the first twelve (12) months, the third tranche is optional to be utilised by the Company at its own discretion. Endomines will pay a commitment fee amounting of three percent of the total commitment in cash at the issuance of the first two tranches.
The Convertible Note Facility Agreement envisages that the Company will, subject to the adoption of the proposal by the general meeting of shareholders of the Company, issue up to 14,000,000 Warrants, each entitling the holder to subscribe to one new share. The Warrants are issued in deviation from the preferential rights of shareholders to the Investor and are issued free of charge. The subscription price for new shares subscribed based on the Warrants shall correspond to 135% of the volume weighted average share price during the 10 trading days preceding the date of the annual general meeting 2021 in the Company. The subscription price may however not be lower than the quota value of the shares.
In connection with the Convertible Note Facility Agreement, the Company and the Investor have also negotiated terms of a Put Option Agreement, pursuant to which the Company shall have the right, but not the obligation, to request the Investor to subscribe for shares in the Company up to an aggregate subscription amount of EUR 8 million over a period of 36 months or, if earlier, the date on which the Investor has subscribed for shares with an aggregate subscription price of EUR 8 million. The Company has undertaken to reimburse the Investor with a fee equalling two percent of the total commitment under the Put Option Agreement. The Investor shall have the right to subscribe for shares under the Put Option Agreement at 90% of the volume weighted average share price over a thirty (30) day pricing period. Under the Put Option Agreement the Company will control the timing and amount of capital drawn down. This method of fundraising will provide management with a flexible financing arrangement which allows the Company the ability to swiftly deploy cash on an as-needed basis rather than fully diluting existing shareholders.
In order to implement the above, the board of directors is proposing to the general meeting of shareholders to authorise the board to decide on the issue of convertibles and directed issue of shares as well as for the general meeting to decide on the issue of warrants. The proposals will be included in detail in a separate notice to the AGM to be published on the same day. The proposals require the approval by 2/3 majority of the AGM.
Marcus Ahlström, CFO of Endomines, comments: “We are very happy to have reached these innovative and flexible financial solutions with LDA Capital, especially due to a difficult financial environment which have proved institutional financing challenging to come by. With these additional financing arrangements Endomines can continue its active path on bringing both Friday and Pampalo mine projects into production and developing its other mine projects.”
Warren Baker, Managing Partner at LDA Capital, said: “At LDA we challenge the status quo by designing innovative financing solutions that are flexible, efficient, and mutually aligned. Natural resources and specifically advanced stage gold explorers, continue to be a cornerstone of LDA’s global investment strategy. We are enthusiastic about the significant experience and strength of management team and Board; we believe under their leadership, the potential of Endomines’ attractive pipeline will deliver exceptional results in the Friday and Pampalo mine projects.”
About LDA Capital
LDA Capital is a global alternative investment group with expertise in complex, cross border transactions worldwide. Our team has dedicated their careers to international & cross border transactions having collectively executed over 200 transactions in both public and private markets across 43 countries with aggregate transaction values of over US$10 billion. For more information, please visit: www.ldacap.com; For inquires please email: email@example.com.
Borenius Attorneys Oy acted as legal advisors to Endomines in connection with the Convertible Note Facility Agreement.
For further information, please contact:
Marcus Ahlström, Deputy CEO and CFO, +358 50 544 68 14, firstname.lastname@example.org
Ingmar Haga, Chairman, +358 40 700 35 18, email@example.com
This information is information that Endomines AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation. This information was submitted for publication through the contact persons set out above at 11:45 CEST on 8 May 2021.
Endomines is a mining and exploration company with its primary focus on gold. The Company explores for gold along the Karelian Gold Line in Eastern Finland and develops mining operations in Idaho, USA and Finland. Endomines aims to improve its long-term growth prospects by increasing its exploration activities and through acquisitions. Endomines aims to acquire deposits that are situated in stable jurisdictions and can be brought to production rapidly with limited investments.
The shares trade on Nasdaq Stockholm (ENDO) and Nasdaq Helsinki (ENDOM).
The information in this press release does not contain or constitute an offer to acquire, subscribe or otherwise trade in shares or other securities in Endomines.
This stock exchange release may not be released, published or distributed, directly or indirectly, in or into Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, or the United States or any other jurisdiction where participation would require additional prospectuses, registration or measures besides those required by Swedish law. Nor may this press release be distributed in or into such countries or any other country or jurisdiction in which distribution requires such measures or otherwise would be in conflict with applicable regulations. Any failure to comply with the restrictions described may result in a violation of applicable securities regulations.
The Warrants, convertible bonds and shares in Endomines have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”) or the securities legislation of any state or other jurisdiction in the United States and no warrants, convertible bonds or shares may be offered, subscribed for, exercised, pledged, sold, resold, granted, delivered or otherwise transferred, directly or indirectly, in or into the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements under the Securities Act and in compliance with the securities legislation in the relevant state or any other jurisdiction of the United States. There will be no public offering of such securities in the United States.
The securities referred to herein have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the rights issue or the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States.
In case of differences between the Swedish, Finnish and English language versions of this release, the Swedish language version shall prevail.