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Bannerman Announces Share Placement & Refinancing of Convertible Note
Published : December 14, 2011
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PERTH, AUSTRALIA--(Marketwire - Dec. 14, 2011) -

"NOT FOR DISTRIBUTION TO UNITED STATES NEWS SERVICES OR FOR DISSEMINATION INTO THE UNITED STATES."

Bannerman Resources Limited (TSX:BAN)(News - Market indicators)(NAMIBIAN:BMN) ("Bannerman" or the "Company") is pleased to advise that it has today received commitments for a share placement of A$8.2 million and reached agreement to refinance its outstanding convertible note. Bannerman will also offer a follow-on share purchase plan to eligible shareholders at the share placement price for total proceeds of up to A$4 million.

Bannerman CEO, Len Jubber, said: "We welcome the strong interest of new institutional investors and the continued support of existing major shareholders. This puts the Company in a solid financial position as we move to complete the Definitive Feasibility Study on the Etango Uranium Project in early 2012 and continue our engagement with potential development partners. The capital raising in these globally uncertain financial times highlights the strategic significance of Etango which will shortly be one of the very few large and independently-owned uranium projects with a completed Definitive Feasibility Study. Bannerman is excited to pursue the final stage of the feasibility assessment of Etango for the benefit of all stakeholders, in particular the Government and people of Namibia".

Share Placement

Following a bookbuild process, Bannerman has received subscription commitments from a range of existing and new institutional shareholders for approximately 36.5 million ordinary shares at an issue price of A$0.225 per share for total proceeds of approximately A$8.2 million. The bidding process was managed by GMP Securities Australia and supported by Argonaut Securities, CIBC and Haywood Securities. Allotment of the shares is scheduled for 23 December 2011. The share placement is being undertaken pursuant to approval obtained from Bannerman's shareholders at the annual general meeting held on 17 November 2011.

Bannerman's major institutional shareholder and the holder of the Company's outstanding A$10 million convertible note, Resource Capital Funds ("RCF"), has subscribed for A$2 million of the share placement, the proceeds of which will be used to reduce the convertible note as part of a two year extension of the note on the terms set out below. 

Trading in Bannerman's shares was temporarily halted on the Australian Securities Exchange ("ASX") and the Toronto Stock Exchange ("TSX") pending this announcement in relation to the share placement. Trading in Bannerman's shares is expected to resume on the TSX at the opening of trading in Canada on Wednesday, 14 December 2011 and on the ASX at the opening of trading in Australia on Thursday, 15 December 2011.

Proceeds from the share placement and share purchase plan (refer below) will be used to fund completion of the Definitive Feasibility Study on Bannerman's 80%-owned flagship Etango Uranium Project in Namibia by the end of March 2012, associated confirmatory pilot plant testwork, regional exploration and drilling activities, the A$2 million reduction in the existing convertible note and general working capital requirements.

Share Purchase Plan (SPP)

Bannerman will implement a SPP under Australian law to provide eligible qualifying shareholders with the opportunity to subscribe for up to A$15,000 worth of new Bannerman shares at the same price as the share placement, to raise a maximum of A$4 million, subject to regulatory approvals. Qualifying eligible shareholders who were on the register as at 5:00pm Perth time on 13 December 2011 will be entitled to participate in the SPP. Further details of the SPP will be announced soon.

Convertible Note Refinancing

Bannerman has reached agreement with RCF for a reduction in the amount of the outstanding convertible note from A$10 million to A$8 million (as described above) and to roll it over into a new convertible note under the terms and conditions described below and as set out in the Attachment to this release. 

Subject to execution of formal documentation and the receipt of regulatory and shareholder approvals by 31 March 2012, the new note will commence on the existing note's maturity date of 31 March 2012 and extend to 31 March 2014. The conversion price of the new note is A$0.28125 per share, being a 25% premium to the share placement price, and the unchanged 8%pa coupon interest is payable quarterly through the issue of new Bannerman shares or in cash in certain circumstances. 

Bannerman will pay an extension fee to RCF of A$0.4 million through the issue of approximately 1.43 million Bannerman shares (based on the 5-day volume weighted average price of Bannerman's shares on the ASX prior to the date of this announcement).

Bannerman expects to convene a shareholders' meeting in the March 2012 quarter to seek approval of the new convertible note.

About Bannerman - Bannerman Resources Limited is an emerging uranium development company with interests in two properties in Namibia, a southern African country considered to be a premier uranium mining jurisdiction. Bannerman's principal asset is its 80%-owned Etango Project situated southwest of Rio Tinto's Rössing uranium mine and to the west of Paladin Energy's Langer-Heinrich mine. Etango is one of the world's largest undeveloped uranium deposits. Bannerman is focused on the feasibility assessment and development of a large open pit uranium operation at Etango. More information is available on Bannerman's website at www.bannermanresources.com.

This announcement does not constitute an offer of securities for sale in the United States or to "US persons" (as defined in Regulation S under the US Securities Act of 1933, as amended (the "Securities Act"))("U.S. Person") and may not be sent or disseminated in, directly or indirectly, the United States or to any U.S. Person or any person acting for the account or benefit of any U.S. Person in any place. Bannerman shares have not been and will not be registered under the Securities Act or the securities laws of any state of the United States and may not be offered, sold or otherwise transferred in the United States or to or for the account or benefit of any U.S. Person except in compliance with the registration requirements of the Securities Act and any other applicable state securities laws or in a transaction exempt from, or not subject to, the registration requirements of the Securities Act and applicable state securities laws.

The Company has not completed feasibility studies on its projects. Accordingly, there is no certainty that such projects will be economically successful. Mineral resources that are not ore reserves do not have demonstrated economic viability.

Certain disclosures in this release, including management's assessment of Bannerman Resources Limited's plans and projects, constitute forward-looking statements that are subject to numerous risks, uncertainties and other factors relating to Bannerman's operation as a mineral development company that may cause future results to differ materially from those expressed or implied in such forward-looking statements. The following are important factors that could cause Bannerman's actual results to differ materially from those expressed or implied by such forward looking statements: fluctuations in uranium prices and currency exchange rates; uncertainties relating to interpretation of drill results and the geology, continuity and grade of mineral deposits; uncertainty of estimates of capital and operating costs, recovery rates, production estimates and estimated economic return; general market conditions; the uncertainty of future profitability; and the uncertainty of access to additional capital. Full descriptions of these risks can be found in Bannerman's various statutory reports, including its Annual Information Form available on the SEDAR website, sedar.com. Readers are cautioned not to place undue reliance on forward-looking statements. Bannerman expressly disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise. 

ATTACHMENT
Key commercial terms of the New Convertible Note
 
 

 

Facility   The New Convertible Note will comprise a facility with a total commitment of A$8,000,000 (New Facility) to replace the existing A$10,000,000 convertible note facility (Existing Facility). The New Facility is to be implemented by way of either a new convertible note facility agreement or an amendment to or rollover of the facility agreement dated November 28, 2008, as amended, relating to the Existing Facility (Existing Facility Agreement).

Use of funds   The funds received by Bannerman under the New Convertible Note will be used to fund completion of the Definitive Feasibility Study on Bannerman's 80%-owned flagship Etango Uranium Project in Namibia, associated confirmatory pilot plant testwork, regional exploration and drilling activities and general working capital requirements.

Commencement   31 March 2012, being the existing maturity date for the Existing Facility (Commencement Date).

Maturity Date   31 March 2014 or such later date as Bannerman and RCF may otherwise agree (Maturity Date).

Conditions Precedent   The following conditions must be satisfied by the Commencement Date in order to give effect to the New Facility.

i) Legal documentation satisfactory to RCF.

ii) Payment of all fees and expenses, as contemplated by the term sheet entered into between RCF and Bannerman.

iii) Approval by Bannerman's shareholders under ASX Listing Rule 7.1.

iv) Any other necessary regulatory or shareholder approvals.

v) No material adverse change in Bannerman's financial condition or operations.

Others of a standard nature may be mutually agreed.
Extension Fee   As consideration for RCF agreeing to the New Facility, Bannerman has agreed to, amongst other things, pay to RCF an extension fee of A$400,000, to be satisfied by the issue to RCF of ordinary shares in Bannerman (Shares) on the date of this announcement at an issue price equal to the 5-day VWAP of a Share on the date of this announcement.

Interest   The interest will be at a fixed coupon rate of 8% per annum and is paid quarterly in arrears in Shares using the 5-day VWAP applicable on the last day of each quarterly interest period.

Bannerman repayment of the New Convertible Note   On the Maturity Date, if RCF has not elected to convert the New Convertible Note into equity (see paragraph below for further details), Bannerman will repay to RCF in cash the Principal Outstanding, accrued interest and any amounts outstanding under the New Convertible Note.

RCF conversion of Principal Outstanding   RCF will be entitled at any time prior to the Maturity Date to convert all or part of the Principal Outstanding into Shares at the conversion price of A$0.28125 per share (Conversion Price), being a 25% premium on the share price achieved under the share placement referred to in this announcement.

Bannerman voluntary prepayment   Bannerman may elect to prepay all of the Principal Outstanding (plus any outstanding interest) at any time up to 60 days prior to the Maturity Date.

If Bannerman elects to make that prepayment, then it is also required to issue to RCF the number of options that is equal to the Principal Outstanding divided by the Conversion Price (Prepayment Options).

The Prepayment Options will have an exercise price equal to the Conversion Price, an expiry date of the Maturity Date and otherwise be issued on the terms set out in the Existing Facility Agreement.

Security   The New Convertible Note will be secured by a fixed and floating charge over the Company's assets and a share mortgage over the Company's shares in Bannerman Namibia.

Amendment to the Conversion Price   In the event of any reorganisation (including consolidation, sub-division, reduction, cancellation or return) of Bannerman's issued capital, then the provisions of the New Convertible Note will be reorganised in the same manner as options are adjusted under the ASX Listing Rules on a reorganisation of capital.

Change of control   It will be a review event if:

(a) a person obtains a relevant interest in 50% or more of Bannerman's securities or Bannerman; or

(b) Bannerman Namibia ceases to have an ownership interest of at least 50% in the Etango Project without RCF's prior consent.

Upon the happening of a review event, Bannerman and RCF will consult each other as to the effect of that event, upon which RCF may elect to:

(a) convert all amounts outstanding into Shares; or

(b) on 120 days' notice, require the repayment of all amounts outstanding under the New Convertible Note.
     
Bannerman's undertakings    Under the terms of the New Convertible Note, Bannerman will give customary representations, warranties, undertakings and indemnities. In addition, it will also give warranties and undertakings in respect of: 
     
    (a) the maintenance of:
     
      (i) not less than a 50% interest in the Etango Project (either indirectly or through its holding in Bannerman Namibia); and
     
      (ii) the tenements of the Etango Project; 
     
    (b) ensuring that any Shares issued under the terms of the New Convertible Note (either as a new issue or on the exercise of options) are freely tradeable on ASX;
     
    (c) the maintenance of a minimum cash holding of A$1.25 million; and
     
    (d) by all reasonable means, endeavouring to obtain the Etango Project mining licence prior to the Maturity Date.
     
Break Fee   If, prior to satisfaction of the Conditions Precedent:

(a) Bannerman announces a corporate transaction such as a scheme of arrangement, takeover or asset sale that has the effect that Bannerman's shareholders may receive a price per Share (Transaction Price) greater than the Conversion Price on completion of that transaction; and

(b) Bannerman repays the New Facility prior to its conversion,



Bannerman must pay to RCF a fee equal to the difference between the Transaction Price and the Conversion Price multiplied by the number of Shares calculated by dividing the Principal Outstanding by the Conversion Price. Payment of the fee is to occur within 2 business days of completion of the relevant corporate transaction.
Default   If Bannerman defaults under the New Convertible Note and the default continues, then Bannerman would require RCF's prior consent in order to exercise its rights to convert the Principal Outstanding and/or interest to Shares.

In addition, upon the occurrence of an event of default, all amounts owing under the New Convertible Note would become immediately due and payable.

Under the terms of the New Convertible Note, there will be certain customary events of default, including:

(a) failure by Bannerman to pay or repay any amounts outstanding under the New Convertible Note and Bannerman not remedying that failure within 2 business days of the due date;

(b) breach of the New Convertible Note, including where specified security documents or consents (each a Finance Document) or a representation, warranty or statement is or proves to be incorrect in a material respect, and the breach is not rectified within 7 days;

(c) Bannerman or Bannerman Namibia implement a merger, demerger or scheme of arrangement without RCF's approval;

(d) the Etango Project is abandoned or placed on care and maintenance;

(e) any event or series of events, whether related or not, occurs which has or is likely to have a material adverse effect on Bannerman;

(f) Bannerman's securities are suspended from trading on ASX for an aggregate period in excess of 5 days over any rolling 12 month period; and

(g) any material part of the Etango Project or the relevant tenements is nationalised, confiscated or requisitioned.
Approvals   The terms of the New Convertible Note will generally require Bannerman to ensure that it has all required shareholder approvals (if any) before it issues any Shares or Options under the New Convertible Note.

ABN 34 113 017 128



Bannerman Resources Limited
Len Jubber
Chief Executive Officer
Perth, Western Australia
+61 (0)8 9381 1436
or
Bannerman Resources Limited
Peter Kerr
Chief Financial Officer
Perth, Western Australia
+61 (0)8 9381 1436
or
Bannerman Resources Limited
Tim Haughan
Investor Relations Manager, Perth, Western Australia
+61 (0)8 9381 1436
admin@bannermanresources.com.au
www.bannermanresources.com
or
Spyros Karellas
Investor Relations
Toronto, Ontario, Canada
+1 416 800 8921
spyros@pinnaclecapitalmarkets.ca
Data and Statistics for these countries : Australia | Canada | Namibia | All
Gold and Silver Prices for these countries : Australia | Canada | Namibia | All

Bannerman Resources

DEVELOPMENT STAGE
CODE : BMN.AX
ISIN : AU000000BMN9
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Bannerman is a uranium development stage company based in Australia.

Its main asset in development is ETANGO in Namibia and its main exploration properties are SWAKOP RIVER in Namibia and SERULE SOUTH, SERULE NORTH and DUKWE in Botswana.

Bannerman is listed in Australia, in Canada and in Germany. Its market capitalisation is AU$ 1.8 billions as of today (US$ 1.3 billions, € 1.1 billions).

Its stock quote reached its lowest recent point on March 27, 2020 at AU$ 0.02, and its highest recent level on September 21, 2022 at AU$ 2.07.

Bannerman has 849 630 016 shares outstanding.

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Annual reports of Bannerman Resources
2008 Annual report
Financings of Bannerman Resources
9/6/2013Extends Maturity Date of RCF Convertible Note
12/14/2011Announces Share Placement & Refinancing of Convertible Note
Nominations of Bannerman Resources
5/5/2010Appoints Dr David Smith As Chairman
11/24/2009Appoints Dr David Smith To The Board
8/13/2009(Etango)Appoints Project Director to Lead Etango Project Development
11/17/2008appoints highly qualified CEO and secures A$20M funding faci...
Financials of Bannerman Resources
4/29/2011-Quarterly Activities Report-For the Period Ended 31 March 2...
8/1/2008' Second Quarter Report on Corporate and Exploration Activit...
Project news of Bannerman Resources
7/17/2012(Etango)Receives Etango Project Environmental Approval
1/30/2012(Etango)Advances Etango DFS and Discovers New Mineralisation
7/28/2011(Etango)Receives Environmental Approval for Linear Infrastructure at...
3/22/2011(Etango)Exploration Update
12/1/2010(Etango)Advances Etango Feasibility Study & Provides Interim Project...
3/4/2010REPORTS POSITIVE DRILLING RESULTS
2/16/2010(Etango)Feasibility Study Update
12/10/2009Announces Further Infill and Exploration Drilling Results
10/22/2009Intersects New Mineralised Zone & Announces Further Resource...
9/15/2009(Etango)Reports Further Drilling Results at the Etango Uranium Proje...
7/27/2009(Etango)Announces Extension of Etango PFS Following Recent Favourabl...
7/20/2009(Etango)Significantly Expands the Etango Project Mineral Resource Es...
7/6/2009(Etango)Extends Strike Length of Broad Shallow Zones at Etango
5/20/2009(Etango)Confirms Formal Renewal of Etango Project Exploration Licenc...
5/20/2009Drilling Results Update
2/11/2009(Etango)Announces Etango Project Resource Upgrade
9/22/2008(Etango)Etango Project: Resource Report & Preliminary Metallurgical ...
5/20/2008Commissions GRD Minproc for Full Feasibility Study
Corporate news of Bannerman Resources
7/25/2016Chairman's Address to Shareholders
7/5/2016Heap Leach de-risking complete
5/10/2016Confirmation of delisting from TSX
4/28/2016Appendix 3B
4/28/2016Notice under section 708A(5)(e) - Corporations Act
4/28/2016March 2016 Quarterly Cashflow Report
4/28/2016March 2016 Quarterly Activities Report
4/27/2016Intention to voluntarily delist from Toronto Stock Exchange
4/6/2016FURTHER SUCCESS AT DEMONSTRATION PLANT - PHASE 3 RESULTS
1/28/2016Bannerman Resources Limited: Quarterly Activities Report for...
1/27/2016December 2015 Quarterly Activities Report
1/27/2016December 2015 Quarterly Cashflow Report
1/4/2016Change in substantial holding
1/3/2016Notice under section 708A(5)(e) - Corporations Act
1/3/2016Appendix 3B
1/3/2016Corporate Transaction Complete
1/3/2016Change of Director's Interest Notice - C Jones
12/31/2015Bannerman Resources Limited: Ownership Consolidation, Debt E...
12/31/2015Notice of Initial Substantial Holder - Nathan McMahon
12/31/2015Notice of Initial Substantial Holder - Clive Jones
12/29/2015Grant of CEO Performance Rights
12/24/2015Bannerman Files 43-101 Technical Report for Etango Uranium P...
12/24/2015NI 43-101 Technical Report for Etango Optimisation Study
12/21/2015Change of Director's Interest Notice - I Burvill
12/21/2015Change of Director's Interest Notice - D Tucker
12/21/2015Notice under section 708A(5)(e) - Corporations Act
12/21/2015Appendix 3B
12/21/2015Change of Director's Interest Notice - C Jones
12/21/2015Change of Director's Interest Notice - L Jubber
10/30/2015Bannerman Announces Quarterly Activities Report
10/28/2015Bannerman Resources Limited: Corporate Update
9/7/2015Annual Financial Statements and MD&A
7/29/2015Bannerman Announces Quarterly Activities Report
7/28/2015June 2015 Quarterly Activities Report
7/28/2015June 2015 Quarterly Cashflow Report
7/22/2015Amended Change of Director's Interest Notice - L Jubber
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7/14/2015Heap Leach Demonstration Plant Strongly Supports Etango DFS
7/7/2015Notice under section 708A(5)(e) - Corporations Act
7/7/2015Appendix 3B
6/30/2015Notice under section 708A(5)(e) - Corporations Act
6/30/2015Results of Meeting
6/30/2015Chairman's Address to Shareholders
6/25/2015Appendix 3B
4/24/2015Change of Director's Interest Notice - D Tucker
4/24/2015Change of Director's Interest Notice - L Jubber
4/24/2015Notice under section 708A(5)(e) - Corporations Act
4/24/2015Change of Director's Interest Notice - R Beevor
4/24/2015Change of Director's Interest Notice - C Jones
4/24/2015Appendix 3B
4/22/2015A$2 Million Capital Raising Successfully Completed
4/22/2015Appendix 3B
4/21/2015Appendix 3B
4/19/2015A$2 Million Capital Raising Update
4/14/2015Change in substantial holding
4/10/2015Notice under section 708A(5)(e) - Corporations Act
4/10/2015Appendix 3B
4/1/2015: Share Purchase Plan Closing Date Extended
4/1/2015Share Purchase Plan Closing Date Extended
3/25/2015(Etango)Etango Heap Leach Demonstration Plant Opened-Commissioning C...
3/25/2015Bannerman Resources Inc.: Etango Heap Leach Demonstration Pl...
3/24/2015Etango Heap Leach Demonstration Plant Opened
3/10/2015Cleansing Statement - Share Purchase Plan
3/6/2015RETRANSMISSION: Bannerman Initiates Share Purchase Plan
3/5/2015Initiates Share Purchase Plan
3/5/2015Bannerman Initiates Share Purchase Plan
3/4/2015Bannerman Initiates Share Purchase Plan
2/25/2015Construction Update - Etango Heap Leach Demonstration Plant
2/24/2015Construction Update - Etango Heap Leach Demonstration Plant
1/28/2015Bannerman Resources Limited Quarterly Activities Report for ...
11/26/2014Bannerman Resources Limited: Construction Update-Etango Heap...
11/4/2014Appendix 3B
11/3/2014Grant of CEO Performance Rights
11/3/2014Chairman's Address and CEO Presentation
10/30/2014Bannerman Resources Limited Quarterly Activities Report For ...
10/30/2014September 2014 Quarterly Cashflow Report
10/30/2014September 2014 Quarterly Activities Report
10/21/2014Change in substantial holding
10/21/2014Notice under section 708A(5)(e) - Corporations Act
10/21/2014Issue of shares and cancellation of performance rights
9/22/2014Bannerman Awards Contracts to Construct & Operate Etango Hea...
7/30/2014Bannerman Resources Quarterly Activities Report For the Quar...
6/19/2014Bannerman Receives Shareholder Approval for New RCF Converti...
4/29/2014Bannerman Resources Quarterly Activities Report March 2014
4/8/2014RCF to Invest Further in Bannerman and Fund Etango Pilot Pla...
10/23/2013: Quarterly Activities Report for the Quarter Ended 30 Septe...
7/30/2013Quarterly Activities Report For the Quarter Ended 30 June 20...
4/24/2013: Quarterly Activities Report
3/19/2013Analyst Coverage
1/30/2013Releases December 2012 Quarterly Activities Report
11/7/2012CEO Boardroom Radio Interview
10/31/2012Releases September 2012 Quarterly Activities Report
8/9/2012Provides Update Regarding Epangelo Discussions
7/31/2012Releases June 2012 Quarterly Activities Report
6/14/2012Board Changes
5/24/2012(Etango)Files 43-101 Technical Report for Etango Uranium Project DFS
4/26/2012CEO Open Briefing Interview
4/10/2012Reports Positive DFS Results & Milestone Agreement With Nami...
2/3/2012News Release
1/23/2012CEO Boardroom Radio Interview
1/4/2012Commences Share Purchase Plan
12/23/2011Completes Share Placement
10/24/2011on Hanlong Proposal
9/13/2011Regarding Hanlong Acquisition Proposal
7/10/2011Receives Acquisition Proposal
5/11/2011Provides Update on Proposed Namibian Minerals Policy Changes
1/28/2011Dec 2010 Quarterly Activities Report
7/30/2010Releases Quarterly Activities Report - July 2010
3/31/2010Etango Project Updated Mineral Resource Estimate
5/10/2010Reports New Uranium Targets From Initial Regional Exploratio...
4/22/2010Quarterly Activities Report - March 2010
10/23/2009Notice of Annual General Meeting with Management Circular
9/24/2009Annual Financial Report and Management's Discussion and Anal...
7/31/2009Releases Quarterly Activities Report for Period Ended 30 Jun...
7/27/2009Board Changes
5/27/2009Announces Proposed Equity Financing
1/30/2009 December Quarter Report on Corporate and Exploration Activi...
1/16/2009Completes the Settlement of Savanna Litigation
12/17/2008Announces Board Changes and Issue of Draw- Down Notice
12/17/2008Settlement of Savanna Litigation
11/28/2008confirms agreement for convertible financing
8/26/2008ANNOUNCES BOARD CHANGE
8/26/2008Presents Company Update
8/5/2008Increases Overall Resource Estimate by 48%
6/24/2008' Resource Drilling Finalised at Anomaly A Exploration Comme...
5/22/2008Geoff Stanley Accepts Position as Chairman of the Board of D...
5/9/2008Announces Initial Drill Results At Oshiveli Prospect
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AUSTRALIA (BMN.AX)BERLIN (BH6.BE)
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