Meridian Announces Increase in Loan Facility
Meridian Announces Increase in Loan Facility
LONDON
,
April 23, 2019
/CNW/ - Meridian Mining SE (TSXV: MNO) ("Meridian" or the "Company")
today announced it has increased the loan facility from Sentient Global Resources Funds IV, L.P.
(the "Lender") originally made on
August 17, 2018
by
US$1,500,000
(the "Loan Amendment").
The Lender has agreed to increase the non-arm's length loan facility by
US$1,500,000
to
US$4,500,000
. All other terms remain the same. The loan bears interest at a rate of 10% per
annum and matures on
March 31
, 2020.
Mr Clark, Interim CEO & President, states, "The extraordinary wet season has severely impacted
the internal logistics of the manganese operations supressing production and export sales. Despite
this the Company has met internal Brazilian sales contracts and maintained quality. The Company is
confident that the financial aid provided by Sentient Global Resources Funds IV LP will contribute
towards the long term goals of profitability."
As the Lender is considered to be a "related party" of Meridian, the Loan Amendment is considered
to be a "related party transaction" for purposes of Multilateral Instrument 61-101 – Protection of
Minority Security Holders in Special Transactions ("MI 61-101"). The Loan Amendment was entered
into on an expedited basis for sound business reasons; however, as a result, the Company did not
file the material change report more than 21 days before entering into the Loan Amendment. The
Company is relying on exemptions from the formal valuation and minority shareholder approval
requirements available under MI 61-101. The Company is exempt from the formal valuation
requirement in section 5.4 of MI 61-101 in reliance on section 5.5(b) of MI 61-101 as no securities of
Meridian are listed or quoted on the markets specified therein. Additionally, the Company is exempt
from minority shareholder approval requirement in section 5.6 of MI 61-101 in reliance on section
5.7(f) of MI 61-101 as the board of directors of Meridian has determined that the loan and Loan
Amendment is on reasonable commercial terms that are not less advantageous to Meridian than if
the loan and Loan Amendment were obtained from a person dealing at arm's length with the
Company, and the loan and Loan Amendment will not result in the debt becoming convertible or
repayable as to principal or interest, directly or indirectly, in equity or voting securities of the
Company. The board of directors of Meridian, other than those with a direct or indirect interest in
this transaction, has unanimously approved the Loan Amendment, including the Company's reliance
on exemptions from the formal valuation and minority approval requirements of MI 61-101.
On behalf of the Board of Directors of Meridian Mining SE
Gilbert Clark
Interim CEO, President and Director
ABOUT MERIDIAN
Meridian Mining SE is focused on the acquisition, exploration, development and mining activities in
Brazil. The Company is currently focused on exploring and developing the Espigao manganese and
gold projects, the Bom Futuro tin JV area, and adjacent areas in the state of Rondonia. Meridian is
currently producing high grade manganese at its project located at Espigao do Oeste.
Further information can be found at
www.meridianmining.co
FORWARD-LOOKING STATEMENTS
Some statements in this news release contain forward-looking information or forward-looking
statements for the purposes of applicable securities laws. These statements include, among others,
statements with respect to the Company's plans for exploration and development of its properties
and potential mineralization. These statements address future events and conditions and, as such,
involve known and unknown risks, uncertainties and other factors, which may cause the actual
results, performance or achievements to be materially different from any future results, performance
or achievements expressed or implied by the statements. Such risk factors include, among others,
failure to obtain regulatory approvals, failure to complete anticipated transactions, the timing and
success of future exploration and development activities, exploration and development risks, title
matters, inability to obtain any required third party consents, operating hazards, metal prices,
political and economic factors, competitive factors, general economic conditions, relationships with
strategic partners, governmental regulation and supervision, seasonality, technological change,
industry practices and one-time events. In making the forward-looking statements, the Company
has applied several material assumptions including, but not limited to, the assumptions that: (1) the
proposed exploration and development of mineral projects will proceed as planned; (2) market
fundamentals will result in sustained metals and minerals prices and (3) any additional financing
needed will be available on reasonable terms. The Company expressly disclaims any intention or
obligation to update or revise any forward-looking statements whether as a result of new
information, future events or otherwise except as otherwise required by applicable securities
legislation.
The Company cautions that it has not completed any feasibility studies on any of its mineral
properties, and no mineral reserve estimate has been established. In particular, because the
Company's production decision relating to Meridian Mineracao Jaburi S.A, manganese project is not
based upon a feasibility study of mineral reserves, the economic and technical viability of the
Espigao manganese project has not been established.
The TSX Venture Exchange has neither approved nor disapproved the contents of this news release.
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.
SOURCE
Meridian Mining S.E.
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For further information:
Jonathan Richards, +1 604-681-0405, [email protected]
CO: Meridian Mining S.E.
CNW 17:00e 23-APR-19