Resource Capital Fund IV L.P. and Resource Capital Fund VI L.P. Acquire Shares of Bannerman Resources Limited

DENVER, Jan. 5, 2016 /CNW/ - Resource Capital Fund IV L.P. ("RCF IV") and Resource Capital Fund VI L.P. ("RCF VI", collectively with RCF IV, "RCF") report that on December 31, 2015 both companies acquired 66,666,667 ordinary shares and 103,291,139 ordinary shares, respectively (collectively, the "Acquired Shares"), of Bannerman Resources Limited ("Bannerman").

The Acquired Shares were acquired in relation to a restructuring transaction of Bannerman, which included the following:

  • Bannerman's acquisition of the minority interest (20%) in the Etango Project from the current owners for payment of approximately 123,424,534 ordinary shares of Bannerman (the "Bannerman Shares") and A$1 million in cash;

  • the conversion of A$8 million of the convertible notes held by RCF (A$5.0 million of the principal outstanding on a A$8 million convertible note to RCF IV (the "RCF IV Note"), and A$3.0 million principal outstanding on a $4 million convertible note to RCF VI (the "RCF VI Note")) into Bannerman Shares at the conversion price of A$0.075 per Bannerman Share;

  • the sale of a 1.5% royalty over the Etango Project to RCF (0.75% gross revenue royalty to each of RCF IV and RCF VI) for A$6 million, comprising of A$2 million in cash and the extinguishment of the residual convertible notes held by RCF in the amount of A$4 million (comprised of $3.0 million by RCF IV and $1.0 million by RCF VI); and

  • a A$3 million capital raising through an equity placement of 63,291,139 Bannerman Shares to RCF VI at A$0.0474 per share.

In addition, RCF IV and RCF VI acquired ownership of 5,377,169 Bannerman Shares and 2,688,584 Bannerman Shares respectively (the "Interest Shares"). The Interest Shares were acquired pursuant to the terms of the RCF IV Note and RCF VI Note.

Prior to receiving the Acquired Shares and the Interest Shares, RCF IV owned 64,018,724 Bannerman Shares and RCF VI owned 26,482,151 Bannerman Shares, representing collectively 90,500,875 Bannerman Shares or approximately 22.87% of the outstanding Bannerman Shares. RCF IV and RCF VI are under common management by RCF Management LLC.

As a result of acquiring the Acquired Shares and the Interest Shares, RCF IV now owns 136,062,560 Bannerman Shares or 18.37% of the outstanding Bannerman Shares and RCF VI now owns 132,461,874 Ordinary Shares or 17.88% of the outstanding Bannerman Shares, representing collectively, 268,524,434 Bannerman Shares or 36.25% of the outstanding Bannerman Shares.

The Acquired Shares and Interest Shares were acquired for investment purposes. RCF will evaluate its investment in Bannerman from time to time and may, based on such evaluation of market conditions and other circumstances increase or decrease its shareholding in Bannerman.

SOURCE Resource Capital Fund IV L.P.

For further information:

For further information and to obtain a copy of the revised early warning report filed under applicable Canadian securities laws in connection with the transactions hereunder, please see Bannerman's profile on the SEDAR website www.sedar.com or contact:

Resource Capital Fund IV L.P.
1400 Sixteenth Street, Suite 200
Denver, CO, 80202
Telephone:  (720) 946-1444
Attn: Molly Campbell

Resource Capital Fund VI L.P
1400 Sixteenth Street, Suite 200
Denver, CO, 80202
Telephone:  (720) 946-1444
Attn: Molly Campbell


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