Each one in plain English, with the numbers worked through for a shareholder.
5 Feb 2021capital raising announcement● NeutralMajor
On February 5, 2021 the company signed an at-the-market equity distribution agreement with BMO Capital Markets Corp. to sell common shares from time to time, with an aggregate offering price of up to US$50,000,000. The agent's commission is up to 3% of gross proceeds, and the company sets a minimum sale price (floor) that cannot be below US$1.00 without BMO's consent. The program is capped at the lesser of the amount registered under the F-3 shelf (File No. 333-231964), the amount permitted under Form F-3 rules, the amount in the filed prospectus, or 14,448,407 shares. Shares sold will dilute existing holders, but how many are sold, and when, is not stated, and the visible text does not say what the proceeds are for.
21 Aug 2019capital raising announcement▲ GoodMajor
The company closed the financings announced August 15: 8,326,957 shares at US$1.25 (about US$10.4 million), 7,575,758 shares to LMM at US$1.32 (US$10.0 million) and 6,940,000 shares to Deepkloof at US$1.32 (about US$9.2 million). With a US$20.0 million advance from the new Sprott credit agreement, it repaid the LMM secured loan in full. The remaining net proceeds are for working capital and general corporate purposes. The Sprott facility replaces the LMM debt, and the new shares dilute existing holders.
15 Aug 2019capital raising announcement● NeutralMajor
The company announced a package to pay off its Liberty Metals & Mining (LMM) loan in full: a US$10.4 million bought deal of 8,326,957 shares at US$1.25 (BMO), a US$9.16 million private placement of 6,940,000 shares at US$1.32 to Deepkloof (a Hosken Consolidated subsidiary), and a US$10.0 million placement of 7,575,758 shares at US$1.32 to LMM. It also announced a new US$20 million Sprott senior secured facility at 11.00% interest, maturing 24 months after first advance (extendable one year for a 3% fee), secured on the shares of PTM RSA and Waterberg JV Resources, with 800,000 shares issued to the Sprott lenders. Under a payout agreement, after applying LMM's US$10 million to the debt, the company is to pay LMM US$33.0 million by August 31, 2019. The CEO said the deal will significantly reduce and defer secured debt. This resolves the LMM amendment thread from 2018 and adds dilution for existing shareholders.
3 May 2018capital raising announcement● NeutralMajor
The company announced it had started a proposed underwritten public offering of units, each made up of one common share and one-half of a warrant, with BMO Capital Markets as sole book-runner. The size, price and warrant terms were not set, so the dilution is unknown. Net proceeds are to go toward debt repayment and production payment termination fees owed to Liberty Metals & Mining, plus general corporate and working capital purposes. This follows the May 1 loan amendment that required a US$20 million raise by May 15.
The company and Liberty Metals & Mining (LMM) agreed to amend an existing secured loan facility. The company must now raise at least US$20 million in subordinated debt and/or equity before May 15, 2018 (previously May 10). If it uses the first US$20 million of net proceeds to pay down the loan by then and is not in default, a second US$20 million required financing (due July 31, 2018) is dropped, maturity moves to June 30, 2019 (from September 30, 2018), and interest keeps accruing rather than being paid quarterly. LMM keeps its right to 50% of proceeds from future equity offerings above US$500,000 and from warrant or convertible exercises. The filing's risk language says the company pledged its shares of PTM RSA, which in turn pledged its shares in the Waterberg JV company, to LMM as security, and refers to a Maseve sale (the Maseve mine is no longer described as an owned asset, an inference from this wording).
The company announced a bought-deal sale to BMO Capital Markets of 15,390,000 common shares at US$1.30 each, for gross proceeds of about US$20 million, with a 15% over-allotment option; existing shareholders face dilution. Proceeds are meant for underground development and production ramp-up of the Maseve Mine, start-up working capital, repaying the US$2.5 million outstanding on a prior advance under the Sprott-led credit agreement, and general corporate purposes. Closing was expected around April 26, 2017, subject to TSX and NYSE MKT approvals.
What it means for a shareholder
15.4m new shares at US$1.30 to raise about US$20.0m. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
31 Dec 2014capital raising announcement▲ GoodMajor
The company closed the share offering announced December 9, issuing 214,800,000 common shares at US$0.53 for gross proceeds of US$113,844,000, including 7,200,000 shares from the over-allotment option. This is the dilution the earlier announcement flagged. The net proceeds are to fund Phase 2 development at the WBJV Project 1 platinum mine, and the company expects them, together with its cash on hand, to be enough to fully fund completion of the mill and concentrator construction.
What it means for a shareholder
215m new shares at US$0.530 to raise about US$114m. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
The company filed an amended and restated version of the Coffey technical report on the Waterberg drilling update, dated December 16, 2014. The filing keeps the same drilling update effective date (October 21, 2014) and resource estimate date (June 12, 2014), and incorporates it by reference into the company's F-10 registration statement. The text shown does not say what was changed, so any change in the findings is not stated.
The company signed a term sheet with Sprott Resource Lending Partnership for a senior secured operating loan of up to US$40 million, maturing December 31, 2017, at LIBOR plus 8.50%. Fees include a US$1.5 million bonus payable in shares at the next public offering price, a 2% draw-down payment in shares, a US$100,000 cash structuring fee and a 4% annual standby fee. It is not yet a commitment: it depends on a definitive credit agreement and approvals, and is planned to be available when first commercial concentrate is delivered and sold from Project 1, targeted for Q4 2015.
9 Dec 2014capital raising announcement● NeutralMajor
The company announced a bought-deal sale of 207,600,000 common shares at US$0.53 each, for gross proceeds of US$110,028,000, led by BMO Capital Markets and GMP Securities, with a 15% over-allotment option. The money is to fund Phase 2 development at the WBJV Project 1 platinum mine, and existing shareholders face dilution from the new shares. Closing was expected around December 31, 2014, subject to regulatory approvals.
What it means for a shareholder
208m new shares at US$0.530 to raise about US$110m. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
The company filed an independent technical report by Coffey Mining on the October 21, 2014 drilling update at the Waterberg Joint Venture and Waterberg Extension projects in South Africa. The mineral resource estimate in it is dated June 12, 2014, and the filing says the report is incorporated by reference into the company's preliminary offering circular dated November 3, 2014, so it supports a planned share offering.
