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today announced it has increased the loan facility from Sentient Global Resources Funds IV, L.P. (the "Lender") originally made on August 17, 2018 by US$1,500,000 (the "Loan Amendment").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
Interim CEO, President and Director
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.
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.