Category Archives: BVI company contracts

Talon Metals Corp. announced financing arrangements

Talon Metals Corp. announced that it has raised total amount of C$9.825 million, and is about to close additional tranche of C$350,000 which will result in the BVI company raising a total of C$10.175 million. The raised funds will be mainly used to make the initial payment in respect of the Tamarack Project, under the existing joint venture agreement.

Also, Talon Metals entered into a series of conversion transactions with Resource Capital Fund VI L.P., which has eliminated approximately C$32 million in debt. The company has completed private placement offering of 39,375,000 common shares at a price of C$0.08 per share for gross proceeds of C$3.15 million. The second tranche is expected to have gross proceeds of C$350,000.

In addition, wholly owned subsidiary of the BVI company, Talon Nickel (USA) LLC, has agreed to grant a net smelter returns royalty to 10782343 Canada Limited, a subsidiary of Triple Flag Mining Finance Bermuda Ltd., in consideration of the payment of US$5.0 million. The company and its subsidiaries have agreed to guarantee the payment and performance obligations under the royalty agreement. The proceeds will be used by Talon Metals to make the initial US$6 million payment due under the JV Agreement.

As a result of the Convertible Loan Conversion and the Promissory Note Conversion, the C$3.15 million private placement and the issuance of shares to its joint venture partner, Resource Capital Fund will hold approximately 55.6% of the issued and outstanding shares of Talon.

Origin Agritech signed Financing Support Agreement with Tiger Capital and Longhan Investment

Origin Agritech Ltd., an agriculture technology and rural e-commerce company incorporated in the British Virgin Islands, entered into a Financing Support Agreement with Tiger Capital Fund SPC and Longhan Investment Management Co., Ltd., allowing Tiger Fund to join Longhan to invest in Origin. The investment is under the Share Subscription Agreement signed in October 2018 by Longhan and the BVI company.

Under the Financing Support Agreement and Share Subscription Agreement, Longhan and Tiger Fund will purchase 1,397,680 shares of Origin Agritech for an aggregate purchase price of US$7,743,147.20.

Joint investment of Tiger Capital Fund, which is an investment company incorporated in Cayman Islands, and Longhan, an investment management company and operating platform focused on government-supported projects in agriculture, will increase financial support for the previously announced strategic cooperation project between Origin and Longhan, in which they will work together to start commercialization of Integrated Saline-Alkaline Land Reclamation technology in 2019.

Aura Minerals announced Loan Facility and Off-Take Agreement with LDC Metals

Aura Minerals Inc., the mining company which redomiciled from Canada to the British Virgin Islands, after a competitive bid process entered into a US$20,000,000 loan facility and a off-take agreement with Louis Dreyfus Company Metals, for the restart of operations and copper concentrates to be produced from its wholly-owned Aranzazu mine in Mexico.

Under the terms of the loan facility, the company’s wholly-owned subsidiary may draw-down the full amount of it in three tranches. The loan includes 12-month grace period and is subject to customary conditions, including the repayment of company’s outstanding loan with Auramet International LLC. The facility will be guaranteed by the company and its interests in the project and the San Andres mine. The Off-Take Agreement covers 100% of the copper concentrates produced from the project.

Orca Exploration Group announced completion of the first tranche of investment

Orca Exploration Group announced on 16 January 2018 that the escrow release conditions have been met regarding the first tranche of investment by Swala Oil & Gas in the Orca Group. The definitive agreements for the US$130 million investment were released, and the first tranche is now complete.

Under the first tranche, the BVI Group sold 7.93% of shares that were held in PAE PanAfrican Energy Corporation to Swala (PAEM) Limited, a wholly-owned subsidiary of Swala, for US$25,782,250 (or US$21,022,450 net after some purchase adjustments), which is payable in US$17,055,950 cash and the right to receive either US$3,966,500 in Swala convertible preferred shares by 2 March 2018, or US$3,966,500 in cash if shares are not issued by that date.

Orca Exploration also entered into an amendment and consent letter with PanAfrican Energy Tanzania Limited (PAET) and International Finance Corporation (IFC), as part of the agreement. According to this agreement, PAET will prepay the IFC loan facility in part no later than 10 December 2019. As part of the amendment and consent letter, Orca guaranteed the prepayments owed by PAET to IFC. After the first tranche, BVI Group’s guarantee covers US$4,759,800 in prepayments, and would cover an aggregate of US$24,000,000 in prepayments due 10 December 2019.