Tirex Resources Announces Restructuring of EBRD Convertible Loans
488-1090 West Georgia St. www.tirexresources.com
Vancouver B.C. Canada V6E3V7 [email protected]
Tel: 604-687-7130 TSX-V: TXX
December 18, 2017 - NR 13-2017
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NEWS RELEASE
Tirex Resources Announces Restructuring of EBRD Convertible Loans
EBRD to convert debt into equity
10 for 1 share consolidation
Financing targeted post completion of the debt conversion and share consolidation
Tirex Resources Ltd. (“Tirex” or the “Company”) announces that it has entered into definitive agreements
with the European Bank for Recons truction and Development (“EBR D”), pursuant to which, among other
things, EBRD will receive 38,275,000 common shares of Tirex in full settlement of the convertible debt and
accrued interest owing to EBRD.
Pursuant to a convertible loan agreement dated January 9, 2008, as amended and restated from time to time,
including most recently in March 2017 (“Convertible Loan Agreem e n t ” ) , T i r e x c u r r e n t l y o w e s E B R D a n
aggregate of €6,000,000 of principal and approximately €1,100,3 33.35 of accrued interest (totalling
C$10,741,384) (“Loan”). The issuance of shares in settlement of this debt (“Debt Settlement”) is subject to a
number of conditions precedent, i ncluding TSX Venture Exchange final approval (conditional approval has
been received). While there is no assurance all conditions wil l be met, the Company is confident it will be
able to deliver all closing documents as required by EBRD. Clo sing of the Debt Settlement is expected to
occur on or by December 31, 2017.
Prior to completion of the Debt Settlement, EBRD owns and contr ols 4,000,000 common shares of Tirex
and, pursuant to the terms of the Convertible Loan Agreement, h as the right to convert the principal and
accrued interest under the Loan for an aggregate of approximate ly 23,644,735 common shares of Tirex,
which would represent, together with the 4,000,000 common shares it currently owns, approximately 19.99%
of the issued and outstanding shares of Tirex (assuming such conversion).
On closing of the Debt Settlement, EBRD will own and control 42 ,275,000 common shares of Tirex,
representing approximately 27.56% o f the then 153 ,418,790 share s outstanding (taking into account the
issuance of shares to EBRD). This represents an increase of ap proximately 14,630,265 shares of Tirex
(representing an increase of approximately 7.57% of the issued and outstanding shares of Tirex) from the
4,000,000 shares EBRD owned prior to the Debt Settlement plus t he approximately 23,644,735 shares which
it was entitled to receive upon conversion of all amounts owing to it pursuant under the Convertible Loan
Agreement (prior to the Debt Settlement).
As a significant shareholder, EBRD has negotiated the terms of a shareholder’s agreement pursuant to which,
for so long as EBRD maintains a certain minimum equity interest:
(i) Tirex will have certain continuous disclosure obligations to EBRD, including financial statements
and updates on work done on its mineral properties;
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(ii) Tirex will be subject to similar operational standards as were included in its loan agreement with
EBRD;
(iii) EBRD will be entitled to r epresentation on Tirex’s board of directors; and
(iv) EBRD will have a right to participate in future securitie s offerings of Tirex so as to maintain its
percentage equity interest.
A copy of the Shareholder’s Agreement will be filed on SEDAR.
After the completion of the share issuance to EBRD noted above, Tirex intends to complete a consolidation
of its common shares on a 10 for 1 basis. The effective date o f this consolidation and the corresponding
change to the CUSIP number will be announced when known. Assum ing no other change to the issued
capital of the Company, upon completion of this consolidation T irex will have approximately 15,341,979
common shares issued and outstanding. The Company is also cons idering a name change concurrent with
the share consolidation. Post share consolidation, the Company intends to complete an equity financing
which is necessary to retain and advance key projects.
Tirex Chief Executive Officer, Mr. Fred Tejada, states, “The conversion of the EBRD debt into equity, in
combination with the share consoli dation and the patience of contract ors, consultants and employees in
Albania, has resulted in a potential path forward for th e Company. The Company believes that without these
measures, it would not have been possible to continue.”
The EBRD fosters transition to market economies in countries fr om central and eastern Europe to central
Asia and the southern and eastern Mediterranean. Since the EBRD 's establishment in 1991, the bank has
grown to be the largest financial investor in their region of o perations. The EBRD is owned by 66 countries,
the European Union and the European Investment Bank. The EBRD's very strong capital position, prudent
financial management and strong shareholder support underpin th e EBRD's AAA/Aaa/AAA (stable) credit
rating.
EBRD intends to acquire the common shares of Tirex for investme nt purposes. Depending on market
conditions and other factors, EBRD may from time to time acquir e and/or dispose of securities of Tirex or
continue to hold its current position. A copy of the early war ning report required to be filed with the
applicable securities commission in connection with the Debt Se ttlement will be available on SEDAR at
www.sedar.com and can be obtained by contacting Viktoria Melohi na at +44 20 7338 8467. EBRD’s
address is set out below:
The European Bank for Reconstruction and Development
One Exchange Square
London
EC2A 2JN United Kingdom
On behalf of the Company,
“Fred Tejada”
Chief Executive Officer
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policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news
release.