04:09:10 EDT Tue 30 Apr 2024
Enter Symbol
or Name
USA
CA



Cardero Resource Corp
Symbol CDU
Shares Issued 93,353,454
Close 2012-10-23 C$ 0.57
Market Cap C$ 53,211,469
Recent Sedar Documents

Cardero to raise $10-million, borrow $10-million

2012-10-23 08:14 ET - News Release

Mr. Michael Hunter reports

CARDERO ANNOUNCES NON-BROKERED PRIVATE PLACEMENT AND DEBT FINANCING

Cardero Resource Corp. has arranged a non-brokered private placement for gross proceeds of up to $10-million. The company has also arranged a $10-million bridge-loan credit facility with Sprott Resource Lending Partnership.

Non-brokered private placement

The company has arranged a non-brokered private placement of up to 18,181,818 common shares at a price of 55 cents per share for gross proceeds of up to $10-million. All common shares issued in the offering will have a hold period in Canada of four months from the closing of the offering. All common shares issued in the United States will be subject to resale restrictions under U.S. federal and state securities laws. The company may pay a finder's fee in connection with a portion of the offering equal to 5 per cent in cash plus warrants to purchase up to 5 per cent of the common shares placed at a price of 60 cents for one year. Certain insiders of the company will participate in the offering. The company has determined that there are exemptions available from the various requirements of Multilateral Instrument 61-101 for the issuance of any common shares issued to insiders. There will not be any change of control as a result of the offering.

The net proceeds from the offering are intended to be used to finance the preparation of the bankable feasibility study, coal quality analyses and environmental baseline work on the Carbon Creek metallurgical coal project, as well as continuing work programs and property payments on the Sheini Hills iron-ore project in Ghana, and for general working capital.

Completion of the offering is subject to the acceptance for filing thereof by the Toronto Stock Exchange and approval by the New York Stock Exchange.

Bridge-loan financing through Sprott

The company also announces that it has executed a term sheet for a $10-million bridge-loan credit facility agreement with Sprott.

The term sheet provides for a facility in the principal amount of $10-million at an interest rate of 12 per cent per annum, compounded and payable monthly, and due and payable in full on or before the first anniversary of the closing of the loan financing. Provided that the loan is in good standing and that Sprott is satisfied with the value of the security, the repayment of the loan may be extended for an additional year for a cash fee of 3 per cent of the outstanding amount if the loan balance is $7.5-million or more, or 2 per cent if less. In consideration of the facility, the company will, on closing, pay to Sprott a bonus payment equal to 3 per cent of the loan amount, such payment to be satisfied by the issuance of common shares at a deemed price of 55 cents. The bonus shares will be subject to a hold period of four months from the date of issuance. A structuring fee in the amount of $100,000 has also been paid to Sprott. As security for the loan, Sprott will be granted a first charge over the company's shares of Cardero Coal Ltd. In addition, the loan will be guaranteed by Cardero Coal, which will pledge all of its interest in the Carbon Creek metallurgical coal project and related assets to secure such guarantee.

Proceeds of the facility will be applied toward the continuing development of the Carbon Creek metallurgical coal project, including property payments and work related to the continuing bankable feasibility study, and for working capital.

Closing of the facility is subject to the satisfactory completion of due diligence by Sprott, the settlement and execution of formal documentation by all parties, the acceptance for filing by the TSX and approval of the NYSE with respect to the issuance of the bonus shares, and the completion of the offering.

We seek Safe Harbor.

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