VANCOUVER, BRITISH COLUMBIA–(Marketwired – June 17, 2016) – This press release is issued by CRH Funding II Pte. Ltd. (“CRH”), a wholly-owned subsidiary of Cartesian Royalty Holdings Pte. Ltd., pursuant to the early warning requirements of National Instrument 62-103 with respect to common shares (“Common Shares”) of K92 Mining Inc. (“K92”), a reporting issuer in certain jurisdictions in Canada and with a business address of 700 – 510 West Hastings, Vancouver, BC V6B 1L8. In accordance with such early warning requirements, CRH is required to report certain information in respect of its holdings of securities of K92. As of the date hereof, the outstanding share capital of K92 consists of 75,947,563 Common Shares and 5,428,571 preferred shares (“Preferred Shares”), each of which is convertible into one Common Share subject to the terms and conditions thereof.
CRH announced today that it has purchased 5,428,571 units of K92 at C$0.35 per unit for a total consideration of C$1,900,000 (the “First Tranche Equity Investment”). Each unit consists of: (i) one Class A Preferred Share, convertible into one Common Share of K92; and (ii) one warrant entitling CRH to purchase one Common Share of K92, exercisable at C$0.75 per share for a period of two (2) years following the date of issue. A forced exercise clause applies to these warrants if shares of K92 trade at C$1.25 or greater for 10 consecutive days during the 2-year term. CRH has the right to purchase an additional 4,571,429 units of K92 at the same terms as above for an additional consideration of C$1,600,000 (the “Second Tranche Equity Investment”).
The First Tranche Equity Investment represents the first tranche of a previously announced equity investment pursuant to the gold prepayment agreement (“GPA”) dated February 4, 2016, as novated, amended and assigned. As per anti-dilution adjustments under the GPA, the 5,428,571 Preferred Shares purchased in the First Tranche Equity Investment will convert into 10,318,261 Common Shares of K92. The 4,571,429 Preferred Shares CRH may purchase in the Second Tranche Equity Investment would convert into 8,689,063 Common Shares of K92. The number of Common Shares for which the warrants may be exercised is not subject to anti-dilution adjustment.
Prior to the completion of the First Tranche Equity Investment, CRH owned 182,629 Common Shares and warrants to acquire 182,629 common share of K92. Following the First Tranche Equity Investment, CRH’s Common Shares, Preferred Shares and warrants represent approximately 17.5% of the issued and outstanding Common Shares of K92 on a partially-diluted basis (post anti-dilution adjustment of Preferred Shares and assuming exercise of CRH’s warrants). The existing shares were acquired for investment purposes. Depending on market and other conditions, or as future circumstances may dictate, CRH may from time to time increase or decrease its holdings of common shares or other securities of K92. Upon completion of the Second Tranche Equity Investment, CRH’s Common Shares, Preferred Shares and warrants would represent approximately 27.9% of the issued and outstanding Common Shares of K92 on a partially-diluted basis (post anti-dilution adjustment of Preferred Shares and assuming exercise of CRH’s warrants).
|For further information or a copy of the early warning report filed by CRH:|
|CRH Funding II Pte. Ltd.|
|10 Changi Business Park Central 2|
|Attention: Andrew Wehrley|
|Telephone number: +1 212 461 6342|
Note on Forward-Looking Information
This press release includes certain forward-looking information, including statements relating to CRH’s interests in K92, agreements relating to securities of K92, and its future intentions in respect thereof, using words including “anticipate “, “believe”, “could”, “expect”, “intend”, “may”, “plan”, “potential”, “project”, “seek”, “should”, “will”, “would” and similar expressions, which are intended to identify a number of these forward-looking statements. This forward-looking information reflects current views with respect to current and future events and circumstances and is not a guarantee of future performance and is subject to risks, uncertainties and assumptions, including those relating to changes in business, performance and markets. Actual results may differ materially from information contained in the forward-looking information as a result of a number of those factors. Forward-looking information is provided for the purpose of providing information about management’s current expectations and plans relating to the future. Readers are cautioned that such information may not be appropriate for other purposes. CRH undertakes no obligation to publicly update or revise any forward-looking information contained in this press release, except as required by applicable laws.