6. The Company and Greenstone give certain warranties to each
other regarding due incorporation and capacity. The Company gives
additional warranties to Greenstone (including, but not limited to,
warranties regarding the assets, business and financial position of
the Company). The Company's liability under such additional
warranties is limited.
7. Greenstone is entitled to deduct its professional and other
costs, charges and expenses relating to the negotiation, execution
and implementation of the Subscription Agreement and Convertible
Loan Note Instrument from any amounts payable by Greenstone under
the Subscription Agreement, subject to providing reasonable
evidence of such costs, charges and expenses.
8. The Company further agrees that Greenstone may deduct from
the Tranche One Notes amount (being US1.2 million) (on payment
thereof in accordance with the terms of the Subscription Agreement)
the sum of US$200,000 (being 5 per cent. of the total amount of
Greenstone's commitment of US$4.0 million pursuant to the
Greenstone Placing) in consideration for the obligations of
Greenstone under the Subscription Agreement.
The Subscription Agreement is governed by English law, and the
parties have irrevocably submitted to the non-exclusive
jurisdiction of the courts of England and Wales.
B. Convertible Loan Note Instrument
1. The Convertible Loan Note Instrument constitutes up to US$4.0
million of Convertible Loan Notes, plus further Convertible Loan
Notes in respect of unpaid interest as noted in paragraph B6
below.
2. The Convertible Loan Notes shall be convertible at the
Conversion Price (being the lower of Issue Price converted into US$
applying the FT Exchange Rate and US$0.0046413). Save as referred
to in paragraph A3 above, the Company is not entitled to require
conversion of the Convertible Loan Notes to any extent.
3. The Ordinary Shares to be issued on any conversion of the
Convertible Loan Note Instrument will rank pari passu with the
fully paid Ordinary Shares of the Company on issue at the date of
allotment of such new Ordinary Shares.
4. The Convertible Loan Notes will be issued, pursuant to the
terms of the Subscription Agreement, in denominations and integral
multiples of US$1.00 in nominal amount (or such other multiples as
the Company may permit).
5. The Convertible Loan Notes shall not be listed on AIM or any
other recognised investment exchange, whether in the United Kingdom
or elsewhere, however if the Convertible Loan Notes are not fully
converted pursuant to the terms of the Subscription Agreement by 30
October 2015, the noteholders shall, at the request of the Company,
cooperate with the Company to achieve a listing of the Convertible
Loan Notes on the Channel Islands Stock Exchange.
6. The Convertible Loan Notes shall bear interest at a compound
rate of 10 per cent. per annum, which shall be payable quarterly in
arrears. In the event that the Company fails to pay any amount of
interest when due, the noteholder may call for the Company to issue
to it further Convertible Loan Notes at par in satisfaction of such
liability in whole or in part by notice in writing to the Company
within 40 Business Days after the relevant interest payment date.
If the Company fails to pay any amount of interest or principal on
any Convertible Loan Note when such amount is due then, unless and
save to the extent any amount of interest is satisfied by the issue
of further Convertible Loan Notes, interest at the standard 10 per
cent. per annum rate, plus 2 per cent. per annum shall accrue on
the unpaid amount from the due date until the date of payment.
7. The Convertible Loan Notes are repayable on the third
anniversary of the date of issue of the Tranche One Notes (or, if
such date is not a Business Day, the last Business Day prior to
such date). On maturity, the Company will pay to the noteholder the
full principal amount of the Convertible Loan Notes to be repaid
(less any amounts converted, repaid or redeemed) together with any
accrued interest on such Convertible Loan Notes (less any tax which
the Company is required by law to deduct or withhold from such
payment but subject to any grossing up required pursuant to the
terms of the Convertible Loan Note Instrument) up to and including
the date of payment. Save with noteholder consent, the Company does
not have the right to repay the Convertible Loan Notes early.
8. The Convertible Loan Notes are subject to certain events of
default, the most salient details of which are summarised below
(each being an event of default):
(a) the Company fails to pay any principal or interest on any of
the Convertible Loan Notes within 10 Business Days after the due
date for payment thereof (and such failure continues for 10
Business Days after demand for payment of such sum and is not
satisfied by the issue of further Convertible Loan Notes);
(b) the Company fails duly to perform or comply with any of its
obligations under the Convertible Loan Note Instrument (other than
an obligation to pay principal or interest in respect of the
Convertible Loan Notes) and such failure continues for 15 Business
Days a request for remedy of such breach;
(c) any indebtedness of the Company or any member of the Group
to any third party not being a noteholder is not paid when due or
is declared to be or otherwise becomes due and payable prior to its
specified maturity or any creditor of the Company or any member of
the Group becomes entitled to declare any such indebtedness due and
payable prior to its specified maturity and the same is not
remedied within 10 Business Days after its occurrence and such
failure continues for 10 Business Days after a request for payment
by the noteholder or noteholders;
(d) the occurrence of certain insolvency events which are not
cured within appropriate grace periods;
(e) any encumbrance on or over the assets of the Company or any
member of the Group (other than liens arising in the ordinary
course of business) becomes enforceable and any step (including the
taking of possession or the appointment of a receiver, manager or
similar person) is taken to enforce that encumbrance;
(f) the Company or any material member of the Group ceases to
carry on the business it carries on at the date of the Convertible
Loan Note Instrument;
(g) any licence relating to the Namib Project is terminated for
whatever reason or any act or event occurs which in the reasonable
opinion of the noteholder or a majority of noteholders, may entitle
the Government of Namibia to terminate such licence, in each case
other than as a result of the grant of the Mining Licence;
(h) the Company declares or pays any dividends or return of
capital in respect of its issued share capital or any part
thereof;
(i) it is or becomes or will become unlawful for the Company to
perform or comply with any of its material obligations under the
Convertible Loan Note Instrument, or any such obligation is not or
ceases to be legal, valid and binding and, if capable of remedy,
such unlawfulness continues for 10 Business Days after written
notice requiring remedy;
(j) the Recruitment Process has not concluded to the reasonable
satisfaction of noteholders holding a majority of notes, by 30
October 2015;
(k) the net proceeds of the Greenstone Placing, Open Offer and
the Placing being applied to any material extent without the prior
written consent of noteholders holding a majority of notes, for
purposes other than those set out in the Work Programme;
(l) the Company (without the prior written consent of
noteholders holding a majority of notes) failing to use such net
proceeds to further the Work Programme substantially in accordance
with the timescales contained therein and such failure continues
after written notice has been given by a noteholders holding a
majority of notes to the Company requiring the Company to remedy
such failure; and
(m) the application for the Mining Licence made in April 2014 is
rejected or the Mining Licence is issued subject to conditions
which in the reasonable opinion of a noteholders holding a majority
of notes are unacceptable or, the Mining Licence having been
issued, the Mining Licence is terminated for whatever reason or any
act or event occurs which in the reasonable opinion of noteholders
holding a majority of notes may entitle the Government of Namibia
to terminate the Mining Licence.
At any time after an event of default has occurred, noteholders,
holding a majority of the notes may, by notice to the Company,
declare that all outstanding Convertible Loan Notes, accrued
interest and all other amounts accrued or outstanding the
Convertible Loan Note Instrument shall be immediately due and
payable.
9. The Convertible Loan Notes are unsecured.
10. The Convertible Loan Note Instrument contains certain
standard provisions, dealing with (inter alia) automatic conversion
on a change of control (save where the same would trigger a
Mandatory Offer), adjustment in the event of any variation of the
share capital of the Company by way of capitalisation, rights
issue, consolidation, subdivision or reduction of capital, the
procedure for conversion of the Convertible Loan Notes, the giving
of notices and the procedure for noteholder meetings.
11. The Convertible Loan Note Instrument is governed by English
law, and the parties have irrevocably submitted to the exclusive
jurisdiction of the courts of England and Wales.
APPENDIX II
TRANSACTION SPECIFIC RISK FACTORS
North River (LSE:NRRP)
Gráfica de Acción Histórica
De Dic 2024 a Ene 2025
North River (LSE:NRRP)
Gráfica de Acción Histórica
De Ene 2024 a Ene 2025
