Mr. Raphael Gaudreault reports
ARIANNE PHOSPHATE CLOSES ON AGREEMENT TO EXTEND ITS CREDIT FACILITIES
Arianne Phosphate Inc. has closed its previously announced agreement with its senior secured lender, Mercury Financing Corp. (see news release dated March 12, 2026). Mercury and the company have executed an amended and restated credit agreement, pursuant to which the parties amended, restated and extended the three existing credit facilities, respectively dated Aug. 21, 2012, July 29, 2013, and Oct. 20, 2015, as subsequently amended. The secured credit facilities under the amended and restated credit agreement are in the aggregate amount of $24,477,128 and will mature on Sept. 30, 2027. The loans will continue to bear interest at an annual rate of 8 per cent, with all interest capitalized through maturity.
In connection with the transaction:
- The company issued 7,539,515 common shares to the lender representing accrued interest on the loan up to March 31, 2026, 7,118,742 of which were issued at a price of 26 cents per share in full and final payment of accrued interest on the loan from April 1, 2025, to March 11, 2026, and 420,773 of which were issued at a price of 25.5 cents per share in full and final payment of accrued interest on the loan from March 12, 2026, to the closing date.
- The company issued 10 million common shares to the lender. The lender agreed to the following voluntary hold periods: five million 2026 shares are subject to a voluntary hold period of six months from the closing date; and five million 2026 shares are subject to a voluntary hold period of nine months from the closing date. In the event the company completes an equity financing following the closing date, the voluntary hold period shall be reduced to the lesser of: (a) the period of time remaining under the voluntary hold period; and (b) the regulatory hold period, if any, applicable to the securities issued by the company under such equity financing. Furthermore, the voluntary hold period shall automatically terminate in the event of a merger, amalgamation, acquisition, disposition, arrangement or other business combination transaction involving Arianne.
- The company issued 25 million non-transferable common share purchase warrants to the lender entitling the lender to acquire the same number of common shares of the company at a price of 28 cents per share until Sept. 30, 2027, subject the requirements under the policies of the TSX Venture Exchange in the event of a total or partial voluntary repayment of the loan by the company within the first year following the closing date. Furthermore, the lender shall not be entitled to exercise such aggregate number of 2026 warrants that would result in it holding, following such exercise, on a partially diluted basis, more than 19.9 per cent of the issued and outstanding common shares, subject to certain conditions. The lender shall nevertheless be entitled to exercise the 2026 warrants without the limitations of these warrant exercise restrictions applying in the event of a business combination transaction. In the event of a transaction of the company resulting in the creation of a new control person (as defined in the policies of the TSX-V) and requiring the company to obtain disinterested shareholder approval in connection with such transaction, the company shall also request the approval of its disinterested shareholders in order to remove the warrant exercise restrictions from said 2026 warrants, thereby entitling the lender to become a control person of the company.
- For as long as the loan remains outstanding, the lender shall have the right to designate a nominee for appointment to the board of directors of the company and such nominee shall be appointed as a member of the human resources and corporate governance committee.
- The company agreed to pay to the lender an additional production fee of 25 cents per metric tonne of phosphate concentrate sales for the life of the project, including any non-arm's-length sales or in connection with any non-arm's-length transformation of such phosphate concentrate, which can be repurchased at any time for a lump-sum payment of $2.25-million. Should the company fail to reimburse the loan in full on or before March 31, 2027, the company agreed to pay to the lender an additional production fee of 25 cents per metric ton of phosphate concentrate sales, including any non-arm's-length sales or in connection with any non-arm's-length transformation of such phosphate concentrate, which additional production fee can be repurchased at any time for a lump-sum payment of $2.25-million.
The interest payment shares, the 2026 shares and the 2026 warrants are subject to a regulatory hold period expiring on Aug. 1, 2026. The transaction remains subject to final approval of the TSX-V.
Mercury -- early warning disclosure
Immediately prior to the closing of the transaction, Mercury did not beneficially own or control any common shares nor any other securities of Arianne. Immediately following the closing of the transaction, Mercury beneficially owns or controls: (i) 17,539,515 common shares, representing approximately 7.6 per cent of the common shares on a non-diluted basis; and (ii) 25 million non-transferable common share purchase warrants entitling Mercury to purchase 25 million common shares. Assuming the exercise of all such warrants following the closing of the transaction, Mercury would own 42,539,515 common shares, representing, on a partially diluted basis, approximately 16.6 per cent of the outstanding common shares.
The particulars of the transaction are described above.
In accordance with applicable securities laws, Mercury may, from time to time and at any time, acquire additional common shares, and/or other equity, debt, or other securities or instruments, of Arianne in the open market or otherwise, and Mercury reserves the right to dispose of any or all of its securities in the open market or otherwise at any time and from time to time, and to engage in similar transactions with respect to the securities, the whole depending on market conditions, the business and prospects of Arianne, and other relevant factors.
An early warning report containing additional information with respect to the foregoing matters will be filed under Arianne's SEDAR+ profile and may also be obtained by contacting Paul Smith, Mercury Financing,
Suite 4, 210 Governors Square,
PO box 32311, Grand Cayman,
KY1-1209, Cayman Islands, telephone: 1-345-945-7676, e-mail: paul@amahoro.co.uk.
Arianne's head office is located at 901 Talbot Blvd., Suite 302, Chicoutimi, Que., G7H 6N7.
About Arianne Phosphate Inc.
Arianne is developing the Lac a Paul phosphate deposits located approximately 200 kilometres north of the Saguenay/Lac St. Jean area of Quebec, Canada. These deposits will produce a high-quality igneous apatite concentrate grading 39 per cent P2O5 with little or no contaminants (feasibility study released in 2013).
Qualified person
Raphael Gaudreault, Eng, qualified person by Regulation 43-101, has approved the technical information in this news release. Mr. Gaudreault is also the company's chief operating officer.
We seek Safe Harbor.
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