International Mining & Infrastructure Corporation Reports on Convertible Loan Noteholders' Meeting
The amendments proposed by the extraordinary resolution are:
· Extension of the maturity date of the Loan Notes by 5 years to 21 December 2020
· Additional conversion rights for the Loan Noteholders, under which any Loan Noteholder will be able to convert some or all of their Loan Notes, at their discretion, at the end of each six month period during the life of the Loan Notes into ordinary shares in IMIC at an exercise price equal to the volume weighted average price (VWAP), calculated by dividing the total value by the total volume of the IMIC shares traded for the 28 trading days prior to the date of the notice of conversion, subject to anti-dilution adjustments between the time of pricing and issue of new shares to the effect that IMIC shall not issue or allot any equity securities or equity like instrument (including but not limited to the granting of options over shares), the issue or allotment of which would be dilutive, in period between the start of the 28 day period and the date of issue of the new shares
· Requirement that 90 days' irrevocable notice be given for conversion, with the last day to serve the conversion notice to be 90 days prior to the end of the relevant six months period (the periods being each 6 months ending 19 June and 19 December, or next business day, during the extended maturity period with the first period ending on 20 June 2016 and the last period on 21 December 2020)
· In respect of any Loan Notes upon which a conversion notice has been given, IMIC has the right to exercise a cash call option during the 90 day notice period. Such cash call option shall be in respect of either all or some of the Loan Notes being converted. In the event of only some of the Loan Notes being subject to a cash call, the cash call shall be effected on a pro rata basis. The cash call option shall be for IMIC to call the relevant Loan Notes at a 10% premium to the principal and accrued interest due on the Loan Note at the conversion date, in which case the Loan Notes so called shall not be converted
· In respect of any Loan Notes called by IMIC in this manner, the holders of such Loan Notes shall also receive warrants to subscribe for ordinary shares in IMIC over 10% of the number of shares into which the relevant Loan Notes would have converted. These warrants shall have a 2 year maturity from the conversion date and a strike price equal to 110% of the conversion price which would have applied if the Loan Notes had not been called
· IMIC will be required to obtain and maintain a listing of the shares during the extended maturity period.
The Company has agreed to withdraw and cancel the conversion notice served upon the Loan Noteholders on 6 November 2015, should the extraordinary resolution be approved by 75 per cent. of the votes cast at the Loan Noteholders' meeting which is to be convened on 14 December 2015 at 10.30am at Holiday Inn Leicester, 129 St. Nicholas Circle, Leicester LE1 5LX.