WE GOT THE MONEY!!!!!
VANCOUVER, BRITISH COLUMBIA--(Marketwire - Dec 31, 2012) - Petaquilla Minerals Ltd. ("Petaquilla" or the "Company") (PTQ.TO)(PTQMF)(P7Z.F) announces that it has received and accepted an indicative term sheet for a loan facility from Red Kite Mine Finance Trust I (the "Lender") whereby the Lender has offered to provide the Company with a loan facility for an aggregate US$140,0000,000 (the "Loan") for the development, construction and working capital requirements of Petaquilla''s projects in Panama and Iberia.
Closing of the Loan facility, which is expected to occur on or about January 15, 2013, is subject to customary due diligence, regulatory approvals and final legal documentation reflecting the terms of the term sheet.
An initial tranche of US$90,000,000 will be available to the Company upon closing, with the subsequent US$50,000,000 to be released based on technical milestones, namely updated National Instrument 43-101 resource estimates on either of the Company''s two projects, Panama or Spain.
With the initial US$90,000,000, the Company will be able to, among other items, proceed with the payout of its existing gold and silver prepayment contracts and convertible loan with Deutsche Bank AG ("DB"), London Branch, effectively freeing an average of 1,500 gold ounces monthly, or approximately US$30,000,000 annual cash flow currently committed to such contracts. The DB payout will also free Petaquilla''s infrastructure division, Panama Desarrollo de Infraestructuras, S.A. ("PDI"), for spin-out to the shareholders during the first quarter of calendar 2013.
The net proceeds from the Loan, in addition to the additional annual cash flows resulting from the payout of the gold and silver prepayment contracts, will allow the Company to bring the Lomero-Poyatos project to its initial on-site production by mid-2014.
The Loan will mature five years from closing with the option to extend for a further one year, subject to the Company meeting certain milestones, and will permit early repayment without penalty. The Loan will bear interest at a base interest rate of the 3 month US$ LIBOR rate ("L"), subject to a minimum of 1%, plus an interest rate margin of L+750 basis points on the first US$90,000,000 of principal and L+850 basis points on the last US$50,000,000 of principal. Interest and principal shall be payable on a semi-annual basis with the first principal repayment due 18 months after closing of the Loan.
The Loan will be a secured obligation and its security will rank first to all existing indebtedness of the Company. The loan facility will be fully and unconditionally guaranteed, on a joint and several basis, by the Company''s existing and future subsidiaries and secured by all current and future assets of Petaquilla and its subsidiaries. PDI will be included as a guarantor until it is spun-off by Petaquilla.
Pursuant to the terms of the indicative term sheet, the Loan will be complemented by a gold off-take agreement and a copper, zinc and lead off-take agreement, each valid for seven years, covering the production of the Company''s projects in Panama and Spain and based on a discount of US$5.00 applicable to each troy ounce of gold sold by the Company.
The transaction is subject to originating fees which, combined with the implicit cost of the off-take terms, represent an all-in cost of the facility of 10.3%. No warrants are to be issued in connection with the transaction.
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