Peninsular Gold Limited Issue of Convertible Loan Notes (9981C)

TIDMPGL

RNS Number : 9981C

Peninsular Gold Limited

23 January 2015

23 January 2015

PENINSULAR GOLD LIMITED

("Peninsular" or the "Company")

ISSUE OF CONVERTIBLE REDEEMABLE UNSECURED LOAN NOTES

The Company is pleased to announce that it has raised GBP1,800,000 (before expenses) by way of the issue of 1,800,000 convertible redeemable unsecured loan notes ("Loan Notes") pursuant to a Convertible Loan Note Instrument ("Loan Note Instrument").

The funds from the Loan Notes will be used to meet the general working capital requirements of the Company and its subsidiaries, and for the re-commencement of operations at the RAGM plant which the Company anticipates during Q2 2015.

As previously announced, the Company is continuing to review its re-financing options for all its borrowing facilities as there is not any certainty that operational cashflows will be in time, or sufficient, to meet repayments for the Group's borrowing facilities.

The Loan Notes

The principal terms of the Loan Notes are as follows:

(a) The Loan Notes are repayable in one bullet repayment one year from the date of the Loan Note Instrument unless the Company elects to redeem the Loan Notes earlier.

(b) Interest is payable upon the Loan Notes at the rate of 6% per annum payable on maturity which would be GBP108,000. If the Loan Notes are converted then no interest is payable.

(c) The Loan Notes are repayable in one bullet repayment one year from the date of the Loan Note Instrument unless the Company elects to redeem the Loan Notes earlier.

(d) A noteholder has the right at any time to convert the principal amount of its Loan Notes into new ordinary shares of no par value in the capital of the Company ("Ordinary Shares"). The number of Ordinary Shares to be issued on conversion shall equal the number of Loan Notes to be converted divided by a conversion factor of 0.10. The right to convert is conditional upon a noteholder making an additional payment to the Company on conversion of 2.5 pence for each Ordinary Share to be issued on conversion. Full conversion would result in an additional total payment to the Company of GBP450,000.

(e) Upon redemption of the Loan Notes by the Company, either at maturity or earlier, a Noteholder is entitled to receive from the Company an additional payment equal to the number of Convertible Notes to be redeemed by the relevant Noteholder divided by 0.10 and multiplied by 2.5 pence. If all Convertible Notes are redeemed and not converted this would result in an additional payment of GBP450,000.

(f) In the event that the Company is unable to repay the Notes on the maturity date the maturity date shall be extended to a date not later than 31 July 2016. Interest will be paid during the extension period at a rate of 10% per annum on the total of the principal amount plus the accrued interest up to the original maturity date.

   (g)        The Loan Notes are non-transferable without the prior written consent of the Company. 

Change in Significant Shareholder Holding

All of the Loan Notes have been issued to Granite Peak Ltd., which is an existing shareholder and also a holder of 1.5 million convertible preference shares in Peninsular. Granite Peak Ltd's current holding of ordinary shares in Peninsular is 3,080,500, representing 3.4% of the current issued share capital of the Company. If all these Loan Notes were to be converted they would give Granite Peak Ltd. an additional 18,000,000 ordinary shares which would then represent 17.3% of the enlarged share capital. If converted the 1.5 million convertible preference shares would convert into 1,875,000 ordinary shares in Peninsular. If Granite Peak Ltd. were to convert all their Loan Notes and preference shares they would hold 21.1% of the enlarged share capital of the Company.

Suspension of trading on AIM

Trading in the Company's shares remain suspended pending further clarification of the Company's financial position and the publication of its annual report and accounts.

Further announcements will be made in due course.

 
 Dato' Sri Andrew TY             Patrick Watson 
  Kam                             Finance Director 
  Chairman and Chief Executive    Peninsular Gold Ltd. 
  Peninsular Gold Limited         Tel: [phone] 
  Tel: [phone] 
------------------------------  ------------------------- 
 Samantha Harrison               Colin Rowbury 
  Nominated Advisor               Broker 
  RFC Ambrian Limited             Daniel Stewart & Co. 
  Tel: [phone]             Ltd. 
  6800                            Tel: [phone] 
                                  6936 
------------------------------  ------------------------- 
 

This information is provided by RNS

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