10:46:14 EDT Sat 27 Apr 2024
Enter Symbol
or Name
USA
CA



SRG Mining Inc
Symbol SRG
Shares Issued 117,000,000
Close 2023-07-26 C$ 0.78
Market Cap C$ 91,260,000
Recent Sedar Documents

SRG Mining awaits Chinese regulatory OK for placement

2023-07-27 00:51 ET - News Release

Mr. Matthieu Bos reports

SRG AND C-ONE TRANSACTION UPDATE

SRG Mining Inc. has made significant progress toward meeting the closing conditions of its proposed private placement, announced on July 10, 2023, to Carbon One New Energy Group Co. Ltd.

Under terms of a subscription agreement between the company and C-One, SRG Mining will issue 28,222,380 common shares to C-One (or its designated affiliate) through a private placement at a price of 60 cents per share. The subscription amount is approximately $16.9-million ($12.7-million (U.S.)). On closing, C-One will come to own 19.4 per cent of SRG Mining's issued and outstanding common shares, establishing C-One as one of SRG Mining's largest shareholders.

SRG Mining's current largest shareholder, La Mancha Investments Sarl, will partially exercise its pre-existing anti-dilution right. Under terms of a separate subscription agreement, dated July 25, 2023, between the company and La Mancha, SRG Mining will issue 779,439 common shares to La Mancha (or its designated affiliate) through a private placement at a price of 60 cents per share. The aggregate subscription amount of La Mancha's subscription is approximately $500,000 ($300,000 (U.S.). La Mancha currently owns an aggregate of 27,442,941 SRG Mining common shares, representing approximately 24.1 per cent of SRG Mining's issued and outstanding common shares, and following the subscription, and after giving effect to the C-One private placement, La Mancha will own an aggregate of 28,222,380 common shares of SRG Mining, representing approximately 19.4 per cent of SRG Mining.

The transactions are subject to customary closing conditions, which have all been met or waived other than delivery of the securities of SRG Mining, as well as additional closing conditions related to regulatory approvals, including approval by the Ministry of Commerce of the People's Republic of China, the National Development and Reform Commission (NDRC) of the People's Republic of China, and State Administration of Foreign Exchange (SAFE) of the People's Republic of China and under the Investment Canada Act.

C-One has provided evidence of the subscription amount being retained for the purpose of completing the placement upon receipt of regulatory approval, and has provided an undertaking to retain the subscription amount with Bank of China until such time as MOC, NDRC and SAFE approvals have been obtained, following which C-One shall transfer the subscription amount in trust to an independent escrow agent for the purpose of completing the placement following the completion of the remaining regulatory approval process. La Mancha has similarly deposited La Mancha subscription amount in an escrow account in anticipation of all closing conditions having been met or waived.

Completion of the transaction is expected to occur by or in first quarter 2024. The common shares will be subject to a four-month-and-one-day hold period from the date of their issuance in accordance with applicable securities laws and the policies of the TSX Venture Exchange.

La Mancha is holding SRG Mining common shares for investment purposes, and in the future, La Mancha may, from time to time, increase or decrease its investments in SRG Mining through market transactions, private arrangements, treasury issuances or otherwise. La Mancha is a wholly owned subsidiary of La Mancha Resource Fund SCSp (formerly known as La Mancha Fund SCSp).

La Mancha will file an early warning report in accordance with applicable securities laws, which will be available under SRG Mining's SEDAR profile, and may also be obtained by contacting: Karim Nasr, partner, La Mancha Resource Capital LLP, at karim.nasr@lamancha,com or 44-203-960-2020.

La Mancha investment is a related-party transaction for purposes of Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). SRG Mining is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101, respectively, in reliance on sections 5.5(a) and 5.7(b) of MI 61-101, respectively, as the fair market value of the investment is not more than 25 per cent of SRG Mining's market capitalization.

About SRG Mining Inc.

SRG Mining is a Canadian-based mining company focused on developing the Lola graphite project located in the Republic of Guinea, West Africa. The Lola graphite project has proven and probable reserves of 41 million tonnes at a grade of 4.14 per cent graphitic carbon. SRG Mining aims to develop a fully integrated source of battery anode material to supply the European and North American lithium-ion and fuel cell markets. With attractive operating costs, proximity to European end markets, and strong environmental, social and governance credentials, the company is poised to become a reliable supplier while promoting sustainability and supply chain transparency.

SRG Mining is committed to generating sustainable, long-term benefits that are shared with the host countries and communities where it operates.

We seek Safe Harbor.

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