Premier African Minerals Limited today announces the conclusion of a loan instrument of US$200,000 and provides a general status update on operations at RHA Tungsten Pvt Limited and Zulu Lithium and Tantalum Pvt Limited.
The Company has entered into a secured US$200,000 Loan Agreement and related Subscription Agreement with a company owned by a Trust of which George Roach is a beneficiary, for a gross value of US$200,000 (the “Lender”). The proceeds of the New Loan will be used to support ongoing development and provide additional general working capital for the Company.
The annual interest rate payable on the outstanding amounts under the New Loan is 10% per annum. The principal amount of US$200,000 will be made available to the Company in one advance with no deductions. No warrants have been issued to the Lender.
The principal amount under the New Loan is repayable six months from the date of the Loan Agreement. The Lender, at its sole discretion, may convert any percentage of the principal amount under the Loan Agreement within applicable share authorities into new ordinary shares of the Company at the conversion price of either 90 percent. of the daily volume-weighted average price during the 5 trading days immediately prior to the conversion notice or 135% of the average daily VWAP for the 20 trading days immediately prior to the execution of the Loan Agreement, subject to the maximum number of shares (at prevailing exchange rates) that could be issued to the Lender on the conversion of the entire Loan Agreement being 505,715,625 new Premier ordinary shares (which would represent approximately 4.4 per cent. of the current issued share capital of the Company).
If the Company undertakes any subsequent financing prior to the maturity date of the New Loan, at the Lender’s option, part or all of the New Loan may be repaid from the proceeds of the new financing or converted at the same price as the new financing.
The New Loan is subject to normal events of default and the Company has provided a number of standard warranties and undertakings. The New Loan is secured over 200,000 shares of Circum Minerals Limited held by Premier.
Following the Company’s update announcement on 27 February 2020, the Honourable Minister Dr. Sekai Nzenza of the Ministry of Industry and Commerce on behalf of the National Indigenisation and Economic Empowerment Fund (“NIEEF”), has requested further time for NIEEF to consider how best to move forward with RHA.
The Company has since sent NIEEF a notice of demand to either remedy the ongoing breach under the revised Management Agreement (as announced on 7 May 2019) by providing the outstanding funding (the current shortfall is US$5,051,188) or vary the terms of RHA shareholder agreement such that it would allow Premier to increase its shareholding in RHA and thereafter allow Premier to access alternative funding to potentially see RHA brought back into production. A further announcement will be made in due course as and when NIEFF respond to the Company.
As previously reported, the Company is still waiting for confirmation from the Zimbabwean Mining Affairs Board in respect of the exclusive prospecting order application (“EPO”) made by the Company’s wholly owned Zulu. The Company will provide an update as and when the Company receives written communication pertaining to the remaining procedural process for the award of Zulu’s EPO application.
Extension of the Regent Loan
The Company have reached a verbal agreement with Regent Mercantile Holdings Limited (“Regent”) for a further extension to the repayment terms of the convertible loan note for US$350,000 entered into on 21 June 2019. Premier is currently in the process of finalising the agreement with Regent and a further announcement will be made in due course.
Commenting on this announcement, George Roach CEO noted that, “Premier starts each month with fixed overheads for the daily operations of the business and these must be funded to ensure Premier continues to operate as a going concern. We have not yet acquired a sufficiently meaningful stake in Otjozondu Mine in Namibia to address overheads and at the same time continue to ensure that we are able to meet immediate payment requirements when Zulu EPO is awarded.
The situation at RHA is deeply frustrating. We have a plant standing, a number of staff who have been retrenched and all because NIEEF perpetuates a state of noncompliance with the revised Management Agreement and will not agree any of the alternatives we have proposed. It gives me no pleasure whatsoever that we have now had to serve a demand, but the delays are not in Premier’s interests and cannot conceivably be in the interests of Zimbabwe either.
My thanks to the principals of Regent for their continued support and understanding at this time.
I anticipate further updates in the near term.”