US $60m Private Placement of Common Shares and Units
Monday, October 1st, 2007
CGA Mining Limited is pleased to announce that it has engaged Haywood Securities Inc (â€œHaywoodâ€) to act as agent for a US$60 million private placement offering of common shares and units (â€œthe Offeringâ€). The proceeds, in combination with a US$65 million senior debt facility being arranged by BNP Paribas (as announced September 10, 2007), are proposed to be utilised to fund the construction of the Companyâ€™s Masbate Gold Mine in the Philippines.
Haywood will also have an over-allotment option entitling them to sell additional common shares for further gross proceeds of US$5 million, exercisable two days prior to the closing of the Offering.
The common shares will be issued at a price of C$0.83 per share. Each unit will consist of one promissory note with a par value of US$1,000 (â€œNotesâ€) and 250 transferable share purchase warrants. The Notes will pay a 12% coupon per annum, paid semi-annually until the earlier of the maturity date (five years) or redemption by the Company and will include terms standard for debt securities of this nature. The Notes shall be redeemable at anytime after the 24 month anniversary of the issue date. Each transferable share purchase warrant will be exercisable into one CGA common share for a period of thirty-six months from the date of closing and have an exercise price of C$1.03 per share.
The Company will have the right to accelerate the expiry date of the warrants if, following twentyfour months after the issue date, the volume weighted average share price of CGAâ€™s ordinary shares equals or exceeds 160% of the exercise price for 20 consecutive trading days. CGA may accelerate the expiry date of the warrants to a 30-day period following delivery of a notice of acceleration.
The private placement is subject to regulatory approval. The Offering is expected to close on or about October 30, 2007, subject to shareholder approval for the issuance of the common shares and warrants, as required.