Arianne Phosphate Closes ON Agreement to Extend Its Credit Facilities DAN: TSX-V (Canada) JE9N: Fse (Germany) Drrsf: OTCQB (USA)
ARIANNE PHOSPHATE CLOSES ON
AGREEMENT TO EXTEND ITS CREDIT
FACILITIES
DAN: TSX-V (Canada)
JE9N: FSE (Germany)
DRRSF: OTCQB (USA)
SAGUENAY, QC
,
April 1, 2026
/CNW/ -
Arianne Phosphate Inc. (the "Company" or "Arianne")
(TSXV: DAN) (OTCQB: DRRSF) (FRANKFURT: JE9N), a development-stage phosphate mining
company, advancing the Lac à Paul project in Quebec's Saguenay-Lac-Saint-Jean region, is pleased
to announce that it has closed its previously announced agreement with its senior secured lender,
Mercury Financing Corp. ("
Mercury
" or the "
Lender
")
(see Press Release dated March 12, 2026)
.
Mercury and the Company have executed an amended and restated credit agreement (the
"
Amended and Restated Credit Agreement
") pursuant to which the parties amended, restated and
extended the three existing credit facilities respectively dated August 21, 2012, July 29, 2013 and
October 20, 2015, as subsequently amended (the "
Transaction
"). The secured credit facility under
the Amended and Restated Credit Agreement is in the aggregate amount of $24,477,128 (the
"
Loan
") and will mature on September 30, 2027. The Loan will continue to bear interest at an annual
rate of 8%, with all interest capitalized through maturity.
In connection with the Transaction:
the Company issued 7,539,515 common shares (the "
Interest Payment Shares
") to the Lender
representing accrued interest on the Loan up to March 31, 2026 (the "
Closing Date
"),
7,118,742 of which were issued at a price of $0.26 per share in full and final payment of
accrued interest on the Loan from April 1, 2025 to March 11, 2026 and 420,773 of which were
issued at a price of $0.255 per share in full and final payment of accrued interest on the Loan
from March 12, 2026 to the Closing Date;
the Company issued 10,000,000 common shares (the "
2026 Shares
") to the Lender. The
Lender agreed to the following voluntary hold periods: 5,000,000 2026 Shares are subject to a
voluntary hold period of six months from the Closing Date; and 5,000,000 2026 Shares are
subject to a voluntary hold period of nine months from the Closing Date (collectively, the
"
Voluntary Hold Period
"). In the event the Company completes an equity financing following
the Closing Date, the Voluntary Hold Period shall be reduced to the lesser of (a) the period of
time remaining under the Voluntary Hold Period, and (b) the regulatory hold period, if any,
applicable to the securities issued by the Company under such equity financing. Furthermore,
the Voluntary Hold Period shall automatically terminate in the event of a merger, amalgamation,
acquisition, disposition, arrangement or other business combination transaction involving Arianne
(a "
Business Combination Transaction
");
the Company issued 25,000,000 non-transferable common share purchase warrants (the "
2026
Warrants
") to the Lender entitling the Lender to acquire the same number of common shares of
the Company ("
Common Shares
") at a price of $0.28 per share until September 30, 2027,
subject the requirements under the policies of the TSX Venture Exchange (the "
TSX-V
") in the
event of a total or partial voluntary repayment of the Loan by the Company within the first year
following the Closing Date. Furthermore, the Lender shall not be entitled to exercise such
aggregate number of 2026 Warrants which would result in it holding, following such exercise, on
a partially-diluted basis, more than 19.9% of the issued and outstanding Common Shares,
subject to certain conditions. The Lender shall nevertheless be entitled to exercise the 2026
Warrants without the limitations of these warrant exercise restrictions applying in the event of a
Business Combination Transaction. In the event of a transaction of the Company resulting in the
creation of a new Control Person (as defined in the policies of the TSX-V) and requiring the
Company to obtain disinterested shareholder approval in connection with such transaction, the
Company shall also request the approval of its disinterested shareholders in order to remove
the warrant exercise restrictions from said 2026 Warrants, thereby entitling the Lender to
become a Control Person of the Company;
for as long as the Loan remains outstanding, the Lender shall have the right to designate a
nominee for appointment to the board of directors of the Company and such nominee shall be
appointed as a member of the Human Resources and Corporate Governance Committee; and
the Company agreed to pay to the Lender an additional production fee of $0.25 per metric ton
of phosphate concentrate sales for the life of the project, including any non-arm's-length sales
or in connection with any non-arm's-length transformation of such phosphate concentrate, which
can be repurchased at any time for a lump sum payment of $2.25 million. Should the Company
fail to reimburse the Loan in full on or before March 31, 2027, the Company agreed to pay to
the Lender an additional production fee of $0.25 per metric ton of phosphate concentrate sales,
including any non-arm's-length sales or in connection with any non-arm's-length transformation
of such phosphate concentrate, which additional production fee can be repurchased at any time
for a lump sum payment of $2.25 million.
The Interest Payment Shares, the 2026 Shares and the 2026 Warrants are subject to a regulatory
hold period expiring on August 1, 2026. The Transaction remains subject to final approval of the
TSX-V.
Mercury – Early Warning Disclosure
Immediately prior to the closing of the Transaction, Mercury did not beneficially own or control any
Common Shares nor any other securities of Arianne. Immediately following the closing of the
Transaction, Mercury beneficially owns or controls (i) 17,539,515 Common Shares, representing
approximately 7.6% of the Common Shares on a non-diluted basis, and (ii) 25,000,000 non-
transferable common share purchase warrants entitling Mercury to purchase 25,000,000 Common
Shares. Assuming the exercise of all such warrants following the closing of the Transaction, Mercury
would own 42,539,515 Common Shares, representing, on a partially-diluted basis, approximately
16.6% of the outstanding Common Shares.
The particulars of the Transaction are described above.
In accordance with applicable securities laws, Mercury may, from time to time and at any time,
acquire additional Common Shares and/or other equity, debt or other securities or instruments
(collectively, the "
Securities
") of Arianne in the open market or otherwise, and Mercury reserves the
right to dispose of any or all of its Securities in the open market or otherwise at any time and from
time to time, and to engage in similar transactions with respect to the Securities, the whole
depending on market conditions, the business and prospects of Arianne and other relevant factors.
An early warning report containing additional information with respect to the foregoing matters will be
filed under Arianne's SEDAR+ profile at
www.sedarplus.ca
and may also be obtained by contacting:
Paul Smith, Mercury Financing Corp.
Suite 4 - 210 Governors Square
P.O. Box 32311, Grand Cayman
KY1-1209, Cayman Islands
Tel.: +1-345-945-7676
Email:
.
Arianne's head office is located at 901 Talbot Blvd, Suite 302, Chicoutimi, Québec G7H 6N7.
About Arianne:
Arianne (
www.arianne-inc.com
) is developing the Lac à Paul phosphate deposits located
approximately 200 km north of the Saguenay/Lac St. Jean area of Quebec, Canada. These deposits
will produce a high-quality igneous apatite concentrate grading 39% P
2
O
5
with little or no
contaminants (Feasibility Study released in 2013).
Qualified Person
Raphael Gaudreault, eng., Qualified Person by Regulation 43-101, has approved the technical
information in this release. Mr. Gaudreault is also the Company's Chief Operating Officer.
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.
Follow Arianne on:
Facebook:
https://www.facebook.com/ariannephosphate
Twitter:
http://twitter.com/arianne_dan
YouTube:
http://www.youtube.com/user/ArianneResources
Flickr:
http://www.flickr.com/photos/arianneresources
Resource Investing News:
http://resourceinvestingnews.com/?s=Arianne
Cautionary Statements Regarding Forward Looking Information
This news release contains "forward-looking statements" and "forward-looking information"
within the meaning of applicable securities regulations in Canada and the United States
(collectively, "forward-looking information"). Forward-looking information includes, but is
not limited to, the Company's anticipated
quality and production of the apatite concentrate
at the Lac à Paul project. Often, but not always, forward-looking information can be
identified by the use of words such as "plans", "expects, "is expected", "budget",
"scheduled", "estimates", forecasts", "intends", "anticipates", or "believes", or the negatives
thereof or variations of such words and phrases or statements 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
the Company to be materially different from those expressed or implied by such forward-
looking information, including but not limited to: volatile stock price; risks related to
changes in commodity prices; sources and cost of power facilities; the estimation of initial
and sustaining capital requirements; the estimation of labour and operating costs; the
general global markets and economic conditions; the risk associated with exploration,
development and operations of mineral deposits; the estimation of mineral reserves and
resources; the risks associated with uninsurable risks arising during the course of
exploration, development and production; risks associated with currency fluctuations;
environmental risks; competition faced in securing experienced personnel; access to
adequate infrastructure to support mining, processing, development and exploration
activities; the risks associated with changes in the mining regulatory regime governing the
Company; completion of the environmental assessment process; risks related to regulatory
and permitting delays; risks related to potential conflicts of interest; the reliance on key
personnel; financing, capitalization and liquidity risks including the risk that the financing
necessary to fund continued exploration and development activities at Lac à Paul project
may not be available on satisfactory terms, or at all; the risk of potential dilution through the
issue of common shares; the risk of litigation.
Forward-looking information is based on assumptions management believes to be
reasonable at the time such statements are made, including but not limited to, continued
exploration activities, no material adverse change in commodity prices, exploration and
development plans proceeding in accordance with plans and such plans achieving their
stated expected outcomes, receipt of required regulatory approval, and such other
assumptions and factors as set out herein. Although the Company has attempted to identify
important factors that could cause actual results to differ materially from those contained in
the 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 forward-looking
information will prove to be accurate, as actual results and future events could differ
materially from those anticipated in such forward-looking information. Accordingly, readers
should not place undue reliance on forward-looking information. Forward-looking
information is made as of the date of this press release, and the Company does not
undertake to update such forward-looking information except in accordance with applicable
securities laws.
SOURCE Arianne Phosphate Inc.
View original content:
http://www.newswire.ca/en/releases/archive/April2026/01/c4330.html
%SEDAR: 00003556E
For further information:
Contact Information: Technical, Raphael Gaudreault, Chief Operating
Officer, Tel.: 418-590-1318, [email protected]; Info: Brian Ostroff, Head of
Strategic & Business Initiatives, Tel.: 514-928-9952, [email protected]
CO: Arianne Phosphate Inc.
CNW 07:00e 01-APR-26