Sea exploration company Nautilus Minerals Inc. entered into a Funding Mandate Agreement with Deep Sea Mining Finance Ltd, a newly incorporated private company in the British Virgin Islands. According to the agreement, the international expertise and financial relationships of two major shareholders of Nautilus Minerals will be used to assist in advancing the development of Solwara 1, the company’s copper-gold project under development.
The BVI company is intended to be 50 per cent owned by USM Finance Ltd, a wholly-owned subsidiary of USM Holdings Ltd, an affiliate of Metalloinvest Holding (Cyprus) Limited , and 50 per cent owned by Mawarid Offshore Mining Ltd., a wholly-owned subsidiary of MB Holding Company LLC.
Deep Sea Mining Finance has been appointed as the exclusive financial advisor of Nautilus, in respect of US$350 million financing needed to complete the development of the Solwara 1 Project. The exclusive right of the BVI-incorporated company may be terminated, however, if it fails to arrange binding commitments in respect of financings of at least US$50,000,000 by December 4, 2017 (Interim Financing). Nautilus will pay to DSMF an initial retainer fee of US$75,000, and an additional fee of US$30,000. Also, it will pay US$350,000 as reimbursement for costs and expenses of DSMF incurred in connection with the Interim Financing.
The agreement will remain in effect until the earlier of January 1, 2019. It is subject to receipt of all necessary approvals from the TSX.
West African Iron Ore Corporation, the TSX-listed company focused on development of its mineral resources in the Republic of Guinea, announced that it has arranged an unsecured convertible debenture financing agreement with Sky Alliance Resources Inc. – a privately owned international mining and consulting firm incorporated in the British Virgin Islands and based in Hong Kong.
The BVI company will finance up to CAD$2.0 million by up to four drawdowns of CAD$500,000., each of them in the form of a convertible debenture with 8% annual interest rate and a term of 5 years. During this term, Sky Alliance Recources will have the option to convert all or any portion of the outstanding Debentures into common shares of West African, at a price of CAD$0.10 per share for the first CAD$500,000, and for all other drawdowns at the market price at the time of drawdown, subject to a minimum conversion price of CAD$0.10 per share.
BVI-registered Sky Alliance Resources, directly and through its wholly-owned subsidiary, has ownership and control of 24,697,000 common shares of West African, which represent14.09% of the issued and outstanding common shares of the Canadian company. Assuming conversion of the first drawdown of the debenture, Sky Alliance would own and control 29,697,000 common shares, representing 16.49% of the then issued and outstanding common shares of WAI.
The debenture was acquired by the BVI company for investment purposes. Sky Alliance’s shareholders plan to fully support West African’s efforts to complete its initial NI43-101 technical report and raise additional funds for business development.
British Virgin Islands-registered international public company Orca Exploration Group Inc. announced its intention to initiate a Normal Course Issuer Bid for purchase of its Class “B” Subordinate Voting Shares through the facilities of the TSX Venture Exchange. Purchases made pursuant to the Bid will not exceed 1,701,345 of the Class “B” shares of Orca representing up to 5% of the total amount of 34,026,900 Class “B” shares. The Bid provisions will be in effect from October 10, 2011 to October 9, 2012.
Orca Exploration Group believes that the purchase of Class “B” shares under the Bid will contribute to the facilitation of an orderly market and be in the best interests of the BVI corporation and its shareholders. The Class “B” shares will be purchased by Orca on the open market exclusively through the facilities of the TSX Venture Exchange pursuant to its rules governing normal course issuer bids.
Adex Mining Inc. announced that it has signed a subscription agreement with Great Harvest Canadian Investment Company Limited, an investment holding company registered in the British Virgin Islands and based in Hong Kong. The agreement is for funding the development of Adex’s wholly-owned Mount Pleasant Mine Property located in Canada.
The Agreement between the companies provides for a private placement to Great Harvest of 40,000,000 units at a price of US$0.12 per unit, each unit consisting of one common share of Adex and one common share purchase warrant.
According to the agreement, in addition to the private placement the BVI company is required to provide or arrange for the provision of Adex Mining loan facilities in an aggregate amount of up to US$50,000,000 to be used for the commercial development of the Property. If an aggregate minimum of US$10 million of the Facilities are made available to be drawn down by the Company within 180 days of the delivery to Great Harvest of the report of the results of the Feasibility Study, Great Harvest will have the right to purchase 1.2 Common Shares for each dollar of the facilities made available to be drawn down by the Company within one year of the completion of the Feasibility Study, on or before May 31, 2011. The maximum number of common shares issuable pursuant to the share purchase right is 60,000,000.
The transactions under this agreement are subject to TSXV approval and the approval of the shareholders of the company, at a Special Meeting of Shareholders scheduled for October 14, 2010. The Private Placement is expected to close by the end of October.