12:34:34 EDT Sat 27 Apr 2024
Enter Symbol
or Name
USA
CA



Besra Gold Inc
Symbol BEZ
Shares Issued 378,781,274
Close 2014-06-19 C$ 0.025
Market Cap C$ 9,469,532
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Besra arranges $14.25-million (U.S.) private placement

2014-06-20 08:45 ET - News Release

Mr. John Seton reports

BESRA AND VICTORY CORPORATION AGREE TERMS FOR A US$14.25 MILLION PLACEMENT

Besra Gold Inc. has signed a letter agreement for an investment by Victory Corp. Group of Switzerland (VCG), pursuant to which VCG will purchase from treasury 250 million common shares in Besra Gold at a price of 5.7 U.S. cents per share.

If the financing, totalling net $14.25-million (U.S.), closes, it will result in VCG receiving a 40-per-cent stake in the common shares of the company, making VCG the largest shareholder of the company's common shares. VCG is a consortium of companies representing interests that have a wide range of business involvements including oil and oil production, shipping, leisure, aviation, retailing, and commodities. The agreement also includes the sale at spot of up to 50,000 ounces of Besra's gold per year through one of VCG's related companies. VCG will also have the right to appoint two individuals to the Besra board of directors, subject to corporate law requirements and to approval by the Toronto Stock Exchange of the VCG nominees.

The subscription agreement is expected to be signed in the next five working days, with closing scheduled to occur by July 10, 2014, subject to board approvals and any necessary regulatory approvals, including that of the Toronto Stock Exchange. Besra will be seeking to rely on the financial hardship exemption from the shareholder approval requirement under the TSX company manual. There is no assurance the agreement in principle reached will culminate in the closing of a financing upon the terms disclosed in this media release or at all.

Besra chief executive officer John Seton said: "We are very pleased to welcome Victory Corp. and its associated family offices to our company. They will bring the benefit of substantial international business acumen, experience and network to the table, in addition to an important injection of capital. We believe that VCG's investment in Besra will significantly benefit Besra and all of its stakeholders."

VCG spokesperson Saurabh Mehrotra said, "Our strategic investment in Besra complements our existing commodities investments, belief in the long-term demand for gold and recognition of Besra's exceptional potential with the Bau gold project on the near horizon."

In connection with the investment, the company will be paying to OrbitPlan International Ltd. a cash finder's fee equal to $285,000 (U.S.) (being 2 per cent of the gross subscription proceeds), and will issue to OrbitPlan and George Molyviatis an aggregate five million common shares at a deemed issuance price of 5.7 U.S. cents per share, equal to the subscription price under the financing. Molyviatis and OrbitPlan also will be receiving warrants to purchase an aggregate of 997,500 common shares at an exercise price equal to 5.7 U.S. cents per common share. The warrants will have a term of three years subject to acceleration in the event the volume-weighted average trading price of Besra's common shares during any 20-consecutive-trading-day period exceeds 200 per cent of the exercise price.

After giving effect to the finder's fee, the net proceeds to the company will be $13,965,000 (U.S.). Besra intends to use the net proceeds of the placement to pay outstanding interest under its convertible and gold-linked notes, effect the capital investment necessary to restore production at its two Vietnamese mines to normalized levels, and for general corporate and working capital purposes.

The company will then approach holders of its convertible notes to negotiate an extension of the maturity date of such notes so that there is no deemed default under the terms of the notes after giving effect to the financing and the payment of overdue interest from the net proceeds therefrom.

We seek Safe Harbor.

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