RCF Bridge loan fine print in Sedar march 1, 2013
in response toby
NI 43-101 Update (September 2012): 11.1 Mt @ 1.68% Ni, 0.87% Cu, 0.89 gpt Pt and 3.09 gpt Pd and 0.18 gpt Au (Proven & Probable Reserves) / 8.9 Mt @ 1.10% Ni, 1.14% Cu, 1.16 gpt Pt and 3.49 gpt Pd and 0.30 gpt Au (Inferred Resource)
EARLY WARNING REPORT PURSUANT TO NATIONAL INSTRUMENT 62-103
1. Name and Address of Offeror: Resource Capital Fund V L.P. (“RCF”) 1400 Sixteenth Street, Suite 200 Denver, CO, USA, 80202
2. Designation and number or principal amount of securities and the Offeror's securityholding percentage in the class of securities of which the Offeror acquired ownership or control in the transaction or occurrence giving rise to the obligation to file this report, and whether it was ownership or control that was acquired in those circumstances: On February 26, 2013, RCF entered into a US$15 million loan facility (the “Facility”) with Noront Resources Ltd. (“Noront”). The Facility is a one year bridge loan (the “Bridge Loan”) which matures on February 25, 2014 and automatically rolls into a convertible loan (the “Convertible Loan”) with a maturity date of December 31, 2015, if the Facility is not repaid prior to the Bridge Loan maturity date and Noront shareholder approval is obtained.
RCF acquired 977,954 common shares of Noront as payment of an establishment fee for the Facility, representing approximately 0.4% of Noront’s outstanding common shares (the “Common Shares”). The Facility will bear interest at 10% per annum during the Bridge Loan period and at 8% per annum during the Convertible Loan period. Interest will be paid quarterly in Common Shares based on the volume weighted average trading price of the Common Shares during the 20 days prior to the date of each interest period determination or, at RCF’s option, in cash. Subject to Noront obtaining shareholder approval, the Convertible Loan is convertible into Common Shares at any time subsequent to the Bridge Loan maturity date and prior to December 31, 2015.
If the Convertible Loan is converted into Common Shares, RCF could acquire approximately 33,333,333 Common Shares (subject to the USD / CAD exchange rate at the time of conversion and other terms of the Facility), representing approximately 13.0% of Noront’s outstanding Common Shares.
If Noront shareholders do not approve the Convertible Loan, then the Facility will mature on the Bridge Loan maturity date and the interest rate will increase to 15% per annum beginning on the date of the special meeting of shareholders and ending on the Bridge Loan maturity date.
3. Designation and number or principal amount of securities and the Offeror's securityholding percentage in the class of securities immediately after the transaction or occurrence giving rise to the news release: As a result of the Transaction, RCF will own an aggregate of 75,737,042 Common Shares, representing approximately 28.6% of Noront’s issued and outstanding Common Shares on a non-diluted basis (assuming conversion of the Facility but no payment of interest in Common Shares under the Facility).
4. Designation and number or principal amount of securities and the percentage of outstanding securities of the class of securities referred to in paragraph 3 over which: (a) the Offeror, either alone or together with any joint actors, has ownership and control; See paragraphs 2 and 3 above.
(b) the Offeror, either alone or together with any joint actors, has ownership but control is held by other persons or companies other than the Offeror or any joint actor; Not applicable.
(c) the Offeror, either alone or together with any joint actors, has exclusive or shared control but does not have ownership. Not applicable.
5. The name of the market in which the transaction or occurrence that gave rise to the news release took place: The Common Shares are, or will be, issued from treasury pursuant to a private placement transaction. The Common Shares are, or will be, be concurrently listed on the TSX Venture Exchange.
6. Purpose of the Offeror and any joint actors in effecting the transaction or occurrence that gave rise to the news release, including any future intention to acquire ownership of, or control over, additional securities of the reporting issuer: The Common Shares were acquired for investment purposes. RCF will evaluate its investment in Noront from time to time and may, based on such evaluation of market conditions and other circumstances, increase or decrease shareholdings in Noront as circumstances require General nature and the material terms of any agreement, other than lending arrangements, with respect to securities of the reporting issuer entered into by the Offeror, or any joint actor, and the issuer of the securities or any other entity in connection with the transaction or occurrence giving rise to the news release, including agreements with respect to the acquisition, holding, disposition or voting of any of the securities: Not applicable.
8. Names of any joint actors in connection with the disclosure required herein: Not applicable.
9. In the case of a transaction or occurrence that did not take place on a stock exchange or other market that represents a published market for the securities, including an issuance from treasury, the nature and value, in Canadian dollars of the consideration paid by the Offeror: Not applicable.
10. If applicable, a description of any change in any material fact set out in a previous report by the entity under the early warning requirements or Part 4 of National Instrument 62-103 in respect of the reporting issuer's securities: Not applicable.
If applicable, a description of the exemption from securities legislation being relied on by the Offeror and the facts supporting that reliance: Not applicable. Dated: March 1, 2013