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ASX Grants Heron Waivers from ASX Listing Rule 6.18 to Provide Anti-Dilution Rights to Castlelake and Orion

/EIN News/ -- Sydney, Australia, Aug. 11, 2017 (GLOBE NEWSWIRE) -- Heron Resources Limited (ASX:HRR; TSX:HER, “Heron” or the “Company”)  refers to its announcement on 30 June 2017 in relation to the A$240 million funding package required for the construction and ramp-up of its 100% Woodlawn Zinc-Copper Project, located in New South Wales, Australia. As announced on 30 June 2017, the funding package includes equity funding from each of Orion Mine Finance Fund II LP (“Orion”) and Castlelake L.P. (Castlelake), with the Company entering into subscription agreements with Castlelake and Orion for the issue of Heron shares to raise an aggregate of A$62 million (Placements), subject to various conditions including waivers for ASX Listing Rule 6.18 and shareholder approval (Subscription Agreements). 

The Subscription Agreements contemplate the establishment of strategic relationships between Orion and the Company, and between Castlelake and the Company, with the Company granting anti-dilution rights to Orion and Castlelake to maintain their percentage holdings in the Company subject to a waiver from ASX. 

The Company is pleased to announce that ASX has granted a waiver from ASX Listing Rule 6.18 to enable the Company to grant the anti-dilution rights to Orion and Castlelake. 

It should be noted that the anti-dilution rights will only be granted if the Placements complete. The general meeting to seek shareholder approval for the funding package, including the Placements is to be held at 2.00pm (AEDT) on Thursday August 17, 2017. 

A summary of the terms of the waivers for Orion and Castlelake are provided in Annexures 1 and 2 respectively. 

About Heron Resources Limited:

Heron’s primary focus is the development of its 100% owned, high grade Woodlawn Zinc-Copper Project located 250km southwest of Sydney, New South Wales, Australia.  In addition, the Company holds a significant high quality, gold and base metal tenement holding in central and eastern New South Wales.

Annexure 1: Terms of the ASX waiver in respect of Orion 

Based solely on the information provided, ASX Limited (“ASX”) grants Heron Resources Limited (the “Company”) a waiver from listing rule 6.18 to the extent necessary to permit Orion Mine Finance Fund II LP, a fund managed by Orion Mine Finance GP II L.P, and its related bodies corporate (“Orion”) to maintain, by way of a right to participate in any issue of securities or to subscribe for securities, its percentage interest in the issued share capital of the Company (the “Anti-Dilution Right”) in respect of a diluting event which occurs or is announced following completion of the proposed issue of share to Orion (“Placement”) so that Orion holds up to 17.39% voting power in the Company, on the following conditions

1.1 The Anti-Dilution Right lapses on the earlier of:

1.1.1 the date on which Orion ceases to hold in aggregate at least 10% voting power in the Company (other than as a result of shares (or equity securities) to which the Anti- Dilution Right applies and in respect of which Castlelake is still entitled to exercise, or has exercised, the Anti-Dilution Right);

1.1.2 the date on which Orion’s voting power in the Company exceeds 25%; or

1.1.3 the strategic relationship between the Company and Orion ceasing or changing in such a way that it effectively ceases.

1.2  The Anti-Dilution Right may only be transferred to an entity in the wholly owned group of Orion.

1.3  Any securities issued under the Anti-Dilution Right must be issued to Orion for cash consideration that is:

1.3.1 no more favourable than cash consideration paid by third parties (in the case of issues of securities to third parties for cash consideration); or

1.3.2 equivalent in value to non-cash consideration offered by third parties (in the case of issues of securities to third parties for non-cash consideration).

1.4  The number of securities that may be issued to Orion under the Anti-Dilution Right in the case of any diluting event must not be greater than the number required in order for Orion to maintain its percentage holding in the issued share capital of the Company immediately before that diluting event.

1.5  The Company discloses a summary of the Anti-Dilution Right to persons who may subscribe for securities under a prospectus, and undertakes to include in each annual report a summary of the Anti-Dilution Right.

1.6 The Company immediately releases the terms of the waiver to market. 

 

Annexure 2: Terms of the ASX waiver in respect of Castlelake

 

Based solely on the information provided, ASX Limited (“ASX”) grants Heron Resources Limited (the “Company”) a waiver from listing rule 6.18 to the extent necessary to permit Castlelake L.P. and its related bodies corporate (“Castlelake”) to maintain, by way of a right to participate in any issue of securities or to subscribe for securities, its percentage interest in the issued share capital of the Company (the “Anti-Dilution Right”) in respect of a diluting event which occurs or is announced following completion of the proposed issue of share to Castlelake (“Placement”) so that Castlelake holds up to 19.89% voting power in the Company, on the following conditions

1.1 The Anti-Dilution Right lapses on the earlier of:

1.1.1. the date on which Castlelake ceases to hold in aggregate at least 10% voting power in the Company (other than as a result of shares (or equity securities) to which the Anti-Dilution Right applies and in respect of which Orion is still entitled to exercise, or has exercised, the Anti-Dilution Right);

1.1.2. the date on which Castlelake’s voting power in the Company exceeds 25%; or

1.1.3. the strategic relationship between the Company and Castlelake ceasing or changing in such a way that it effectively ceases.  

1.2. The Anti-Dilution Right may only be transferred to an entity in the wholly owned group of Castlelake.

1.3. Any securities issued under the Anti-Dilution Right must be issued to Castlelake for cash consideration that is: 

1.3.3. no more favourable than cash consideration paid by third parties (in the case of issues of securities to third parties for cash consideration); or

1.3.4. equivalent in value to non-cash consideration offered by third parties (in the case of issues of securities to third parties for non-cash consideration). 

1.4. The number of securities that may be issued to Castlelake under the Anti-Dilution Right in the case of any diluting event must not be greater than the number required in order for Castlelake to maintain its percentage holding in the issued share capital of the Company immediately before that diluting event.

1.5. The Company discloses a summary of the Anti-Dilution Right to persons who may subscribe for securities under a prospectus, and undertakes to include in each annual report a summary of the Anti-Dilution Right.

1.6. The Company immediately releases the terms of the waiver to market.

 

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION

This report contains forward-looking statements and forward-looking information within the meaning of applicable Canadian securities laws, which are based on expectations, estimates and projections as of the date of this report. This forward-looking information includes, or may be based upon, without limitation, estimates, forecasts and statements as to management’s expectations with respect to, among other things, the timing and amount of funding required to execute the Company’s exploration, development and business plans, capital and exploration expenditures, the effect on the Company of any changes to existing legislation or policy, government regulation of mining operations, the length of time required to obtain permits, certifications and approvals, the success of exploration, development and mining activities, the geology of the Company’s properties, environmental risks, the availability of labour, the focus of the Company in the future, demand and market outlook for precious metals and the prices thereof, progress in development of mineral properties, the Company’s ability to raise funding privately or on a public market in the future, the Company’s future growth, results of operations, performance, and business prospects and opportunities. Wherever possible, words such as “anticipate”, “believe”, “expect”, “intend”, “may” and similar expressions have been used to identify such forward-looking information. Forward-looking information is based on the opinions and estimates of management at the date the information is given, and on information available to management at such time. Forward-looking information involves significant risks, uncertainties, assumptions and other factors that could cause actual results, performance or achievements to differ materially from the results discussed or implied in the forward-looking information. These factors, including, but not limited to, fluctuations in currency markets, fluctuations in commodity prices, the ability of the Company to access sufficient capital on favourable terms or at all, changes in national and local government legislation, taxation, controls, regulations, political or economic developments in Canada, Australia or other countries in which the Company does business or may carry on business in the future, operational or technical difficulties in connection with exploration or development activities, employee relations, the speculative nature of mineral exploration and development, obtaining necessary licenses and permits, diminishing quantities and grades of mineral reserves, contests over title to properties, especially title to undeveloped properties, the inherent risks involved in the exploration and development of mineral properties, the uncertainties involved in interpreting drill results and other geological data, environmental hazards, industrial accidents, unusual or unexpected formations, pressures, cave-ins and flooding, limitations of insurance coverage and the possibility of project cost overruns or unanticipated costs and expenses, and should be considered carefully. Many of these uncertainties and contingencies can affect the Company’s actual results and could cause actual results to differ materially from those expressed or implied in any forward-looking statements made by, or on behalf of, the Company.  Prospective investors should not place undue reliance on any forward-looking information. Although the forward-looking information contained in this report is based upon what management believes, or believed at the time, to be reasonable assumptions, the Company cannot assure prospective purchasers that actual results will be consistent with such forward-looking information, as there may be other factors that cause results not to be as anticipated, estimated or intended, and neither the Company nor any other person assumes responsibility for the accuracy and completeness of any such forward-looking information. The Company does not undertake, and assumes no obligation, to update or revise any such forward-looking statements or forward-looking information contained herein to reflect new events or circumstances, except as may be required by law. No stock exchange, regulation services provider, securities commission or other regulatory authority has approved or disapproved the information contained in this report.

For further information, please visit www.heronresources.com.au or contact:
Australia:
Mr Wayne Taylor
Managing Director and Chief Executive Officer
Tel: +61 2 9119 8111 or +61 8 6500 9200	
Email: heron@heronresources.com.au

Jon Snowball
FTI Consulting
+61 2 8298 6100
jon.snowball@fticonsulting.com

Canada:
Tel: +1 647-862-1157 (Toronto)

Distribution channels: Mining