Cyprium Mining Corporation Announces US$4.5 Million in Debt Financing and Secures Right of First Refusal for an Additional US$3.5 Million
MONTREAL, QUEBEC--(Marketwired - March 3, 2015) -
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Cyprium Mining Corp. (TSX VENTURE:CUG) ("Cyprium" or the "Corporation"), a Canadian-based mining company with operations located in the state of Chihuahua, Mexico, is pleased to announce that it intends to complete a non-brokered private placement (the "Bond Financing") of bonds in the aggregate amount of US$4,500,000. In addition, the subscriber of the Bond Financing will have the right of first refusal to purchase up to US$3,500,000 in future debt or equity financings of the Corporation for a period of twelve (12) months from the initial closing of the Bond Financing.
The net proceeds of the Bond Financing will be invested by Cyprium in the state of Chihuahua, Mexico to fund:
- Working capital needs for Cyprium's toll milling business;
- Aldama processing plant upgrade and/or new toll milling plant construction;
- Las Cristinas mine site preparation, ramp construction, initiating production;
- Las Cristinas working capital for mining operations;
- Partially fund a processing plant to serve the Las Cristinas mining project; and
- General working capital purposes.
The Corporation will issue three year bonds (the "Bonds") in the aggregate amount of US$4,500,000 in connection with the Bond Financing. The Bonds will bear interest at a rate of 12.5% per annum, calculated and payable quarterly in arrears commencing on September 30, 2015. The Bonds will be issued in three tranches, with US$1,000,000 issuable at the initial closing and US$2,000,000 issuable at the first subsequent closing and US$1,500,000 issuable at the final subsequent closing, which subsequent closings are expected to closing on or about March 31, 2015 and September 30, 2015, respectively.
Andre St Michel, President and CEO of Cyprium stated: "The US $4.5 million financing announced today will allow us to make significant investments in our two existing projects in the state of Chihuahua, Mexico. Chihuahua, where our mining operations are located, presents significant growth opportunities and we look forward to making further investments in that state." He concluded: "Chihuahua has over 300 small mines at various stages of development and we look forward to working closely with the state government to identify business opportunities for the mutual benefit of Cyprium and the local small miners' market."
Alain Lambert, Chairman of Cyprium stated: "This important financing represents strong support for our business model, especially in the context of the current market conditions. This funding will allow Cyprium to make significant progress in the advancement of its hybrid production and exploration business model". He added: "The funds will be allocated to both the development of the Las Cristinas copper mining project and the growth of our toll milling business in Chihuahua State, Mexico. It is also important to note that the financing announced today is consistent with our approach to limiting shareholder dilution."
Björn Paffrath, CEO of Switzerland-based SC Strategy Consult AG stated: "Our network of investors remain diligent and focused on identifying companies with strong assets and experienced management teams that are also financially invested in the company who have the important goal of near-term cash flow. Cyprium Mining and its management team meet and surpass these important criteria. With the actual funding, we believe Cyprium Mining is well positioned to achieve their goals. Another company with very similar attributes, which our network funded and continues to support, is Inca One Gold Corp. (TSX-V: IO). We feel Cyprium Mining can follow that company's success with our ongoing financial backup."
Mr. Cesar Duarte, Governor for the State of Chihuahua noted: "Chihuahua has a long and vibrant history of success in the mining sector. We are proud to be working with Cyprium Mining to make significant investments in our state which will lead to the creation of several hundred direct and indirect jobs as well as goods and services being purchased locally for the benefit of all residents in our state. Cyprium Mining now joins larger Canadian mining companies such as Agnico Eagle Mines Ltd. and Goldcorp Inc. that have recently invested in Chihuahua." He concluded: "We welcome the opportunity to work with Cyprium Mining and assist them in the development of their business in the State of Chihuahua. The US $4.5 million of planned investments by Cyprium Mining in Chihuahua clearly demonstrates the confidence investors have in our local mining sector."
In connection with the Bond Financing, the Corporation will enter into a variable return agreement (the "Variable Return Agreement") whereby the Corporation will pay up to US$3.00 per dry ton milled by the Corporation (the "Variable Return") at the Aldama plant and in connection with any other production capacity built using the proceeds from the Bond Financing, including but not limited to any production capacity built using such proceeds with respect to the Las Christina mine start-up and the construction of the proposed processing facility for the Las Cristina mining project. The Variable Return Agreement will survive the repayment of the Bonds, including any redemption by the Corporation in accordance with the terms thereof, and will expire on the tenth (10th) anniversary of the date on which commercial production commences at the Aldama plant or the Las Cristinas mining project. Cyprium shall accrue the Variable Return as of the initial closing date but no Variable Return shall be payable unless the full US$4.5 million has been disbursed to the Corporation pursuant to the Bond Financing, in which case the Corporation shall pay the Variable Return accrued between the initial closing date and the final subsequent closing date upon the payment of the final subsequent disbursement. After the fifth (5th) anniversary of the date on which commercial production commences at the Aldama plant or the Las Cristinas mining project, Cyprium will have the option to pay out the net present value of the Variable Return in certain circumstances.
The Corporation's obligations under the Bond Financing will also be secured by a general security agreement over the Corporation's property, which will be guaranteed by Cypriumex, S.A. de C.V. and Coyame Copper S. de R.L. de C.V., each a subsidiary of the Corporation, and general security agreements over the property of Cypriumex, S.A. de C.V. and Coyame Copper S. de R.L. de C.V.
On or after the second anniversary of the applicable closing date and prior to the maturity date, the Corporation may at its option redeem the Bonds.
A finder's fee of 8% of the gross proceeds of the Bond Financing will be payable in cash by the Corporation to SC Strategy Consult AG (the "Finder"). The Corporation will also issue to the Finder 3,605,769 share purchase warrants with an exercise price of $0.13 per share for a period of three years.
Certain condition precedents under the terms of the Bond Financing must be met prior to any disbursements being made from the purchaser to Cyprium. Prior to the initial closing or any subsequent closing, Cyprium must notify the purchaser of any proposed change to the current composition of the board of directors of Cyprium that is proposed to be submitted to shareholders of Cyprium by management for election at the next annual general meeting. In addition, Cyprium shall provide the purchaser with the compensation agreements between the Corporation and each of the Chief Executive Officer of the Corporation and the Chairman of the Board of Directors of the Corporation for review by the purchaser prior to the initial closing date, and the payment of any disbursement is conditional upon the purchaser being satisfied with the terms and conditions thereof. Prior to the final subsequent closing date, each of the independent directors of Cyprium shall have purchased common shares of Cyprium (whether purchased from treasury or in the secondary market) representing a minimum investment of $7,500.
Closing of the Bond Financing is subject to the execution of the definitive transaction documents and the approval of the TSX Venture Exchange. Pursuant to applicable securities laws, all securities issued pursuant to the Bond Financing will be subject to a hold period of four months plus one day following the date of issuance of such securities.
Cyprium also announces it intent to complete on or before March 31, 2015 a private placement of up to 2,000,000 units (the "Units") at a price of $0.14 per Unit for gross proceeds of up to $280,000 (the "Offering"). Each Unit will be comprised of one (1) common share in the capital of the Corporation ("Common Share") and one (1) share purchase warrant of the Corporation ("Warrant"). Each Warrant will be exercisable into one Common Share at an exercise price of $0.28 expiring two (2) years from the date of issuance.
Cyprium may engage finders or agents to act as agents of Cyprium in connection with the Offering, and in connection therewith may pay finders and agents a cash commission of up to 8% of the proceeds of the Offering that result from such parties efforts, subject to compliance with applicable securities laws. The finders and agents may also be granted warrants to purchase up to 8% of the number of Units sold under the Offering, with each warrant entitling the holder to purchase one Unit at $0.14 per Unit for a period of eighteen months from the closing of the Offering. The net proceeds of the Offering will be used for general corporate purposes and working capital.
Neither TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
The securities of Cyprium being offered have not been, nor will be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from U.S. registration requirements. This release does not constitute an offer for sale of securities in the United States.
Except for historical information contained herein, this news release contains forward-looking statements that involve risks and uncertainties, including without limitation, statements pertaining to the closing of the Bond Financing including Cyprium's ability to obtain necessary approvals from the TSX Venture Exchange. Actual results may differ materially. Cyprium will not update these forward-looking statements to reflect events or circumstances after the date hereof. More detailed information about potential factors that could affect financial results is included in the documents filed from time to time with the Canadian securities regulatory authorities by Cyprium.