TORONTO, May 5, 2015 /CNW/ - On May 4, 2015, VR Global Partners, L.P. ("VRGP", together with VR Capital Group Ltd., collectively, the "VR Entities"), a private investment fund managed by VR Advisory Services Ltd ("VR"), acquired ownership of 3,334,000 special warrants (the "Special Warrants") of Energizer Resources Inc. ("Energizer"). Each Special Warrant entitles VRGP to acquire, for no additional consideration, one unit (a "Unit") of Energizer, with each Unit comprised of one common share of Energizer (a "Common Share") and one-half of one common share purchase warrant (the "New Warrants"). Each one New Warrant entitles VRGP to purchase one Common Share at a price of US$0.14 per Common Share until May 4, 2018.
Following the acquisition of Special Warrants, the VR Entities own (a) 25,657,713 Common Shares, (b) 11,517,857 common share purchase warrants (the "Existing Warrants"), and (c) 3,334,000 Special Warrants. Each Existing Warrant is exercisable into one Common Share at an exercise price of US$0.18 per share at any time until November 15, 2016.
The Common Shares owned by the VR Entities constitute approximately 8.32% of the total number of Common Shares outstanding. Assuming the conversion of all of the Existing Warrants, Special Warrants and New Warrants owned by the VR Entities into an additional 16,518,857 Common Shares, and no other conversions of Existing Warrants, Special Warrants and New Warrants, the VR Entities would then own approximately 12.98% of the total number of Common Shares outstanding. Assuming the conversion of all of the Existing Warrants, Special Warrants and New Warrants by all holders thereof (including the VR Entities), the VR Entities would then own approximately 11.03% of the total number of Common Shares outstanding.
The Special Warrants were acquired pursuant to a larger treasury offering by Energizer of an aggregate of 20,550,998 Special Warrants (the "Offering"). The purchase price per Special Warrant in the Offering was C$0.12. The Special Warrants will be deemed to be exercised without payment of additional consideration or further action, on the earlier of: (i) the third business day following the day upon which Energizer obtains a receipt for a final prospectus (the "Final Prospectus") qualifying the underlying Common Shares and New Warrants from the securities regulatory authority in each of the provinces of British Columbia, Ontario, Alberta and further provided that Energizer has filed (and has in effect) a resale registration statement (the "Registration Statement") in the United States with the Securities and Exchange Commission relating to the Common Shares and New Warrants; and (ii) November 4, 2015.
If Energizer fails to obtain a final receipt for the Final Prospectus (and have in effect) the Registration Statement by August 4, 2015, the holders of Special Warrants will be entitled to receive 1.1 Common Shares and 0.55 of a New Warrant on the deemed exercise of the Special Warrants.
The Common Shares, Existing Warrants and Special Warrants are held for investment purposes and VR, may, depending on market and other conditions, increase or decrease its control of Common Shares, Existing Shares and Special Warrants or other securities of Energizer whether through market transactions, private agreements, treasury issuances, exercise of convertible securities or otherwise.
SOURCE VR Advisory Services Ltd
For further information: Further information (including a copy of the report to be filed with Canadian securities regulators in connection with the acquisition of the Special Warrants) can be obtained by contacting: Sina Toussi, [email protected], +1 (646) 571 1872, VR Advisory Services Ltd, Intertrust Corporate Services (Cayman) Limited, 190 Elgin Avenue, George Town, Grand Cayman, KY1-9005, Cayman Islands