LONDON, April 2, 2015 /CNW/ - The European Bank for Reconstruction and Development ("EBRD") has acquired beneficial ownership and control of 4,000,000 common shares ("Bonus Shares") of Tirex Resources Ltd. (the "Company"). The Bonus Shares were issued to the EBRD on April 1, 2015 as consideration for agreeing, pursuant to an amendment agreement dated January 22, 2015 ("Amendment Agreement No.6"), to extend the maturity date under a €6,000,000 convertible loan agreement originally entered into on October 9, 2008, as amended and/or restated (the "Original Loan Agreement", as further amended pursuant to Amendment Agreement No.6, the "Loan Agreement"). The effectiveness of Amendment Agreement No. 6 and the issuance of the Bonus Shares (as well as the potential issuance of common shares of the Company underlying the Loan Agreement) was subject to, amongst other things, receipt of approval by shareholders of the Company, which approval was obtained at a meeting on February 18, 2015.
As of March 31, 2015, €6,835,713.27 (approximately C$9,271,342.191 as at March 31, 2015), including accrued interest (the "Loan"), was outstanding under the Loan Agreement and, as a result of Amendment Agreement No. 6, is due for repayment on February 26, 2016. Pursuant to the Loan Agreement, the EBRD has the right to convert the outstanding Loan into common shares of the Company at a conversion price of C$0.45 per common share. Assuming conversion of the Loan as of March 31, 2015, the EBRD would have beneficial ownership over approximately 18% common shares of the Company, which, together with the 4,000,000 Bonus Shares issued to the EBRD pursuant to Amendment Agreement No.6, would represent approximately 21% of the issued and outstanding common shares of the Company. As at today's date, the EBRD has not converted any part of the Loan. No other persons currently act jointly or in concert with the EBRD.
The EBRD has acquired the Bonus Shares for investment purposes. Depending on market conditions and other factors, the EBRD may from time to time acquire and/or dispose of securities of the Company or continue to hold its current position. A copy of the early warning report required to be filed with the applicable securities commissions in connection with the effectiveness of Amendment Agreement No. 6 and the issuance of the Bonus Shares will be available on SEDAR at www.sedar.com and can be obtained by contacting Viktoria Melohina at +44 20 7338 8467. The EBRD's address is set out below.
1 EUR/CAD FX rate as listed on Bank of Canada webpage (http://www.bankofcanada.ca/rates/exchange/)
SOURCE The European Bank for Reconstruction and Development
For further information: The European Bank for Reconstruction and Development, One Exchange Square, London, EC2A 2JN, United Kingdom