African Potash - Revised and Restated Bridge Loan Agreement London Stock Exchange
RNS Number : 1126T
African Potash Ltd
30 December 2016

  African Potash Limited / Index: AIM / Epic: AFPO / Sector: Mining


30 December 2016


African Potash Limited ('African Potash' or 'the Company')

Revised and Restated Bridge Loan Agreement


African Potash announces that it has entered into a revised and restated bridge loan agreement (the 'R&R BLA') with Katrina Clayton (the 'Lender') further to the bridge loan announced on 2 December 2015 and as amended on 1 September 2016 (the 'Amended Bridge Loan').

As shareholders will be aware, on 1 September 2016 an over-allotment option was granted by the Company to Cantor Fitzgerald Europe ('CFE') in respect of 70,588,235 new ordinary shares in the Company (the 'Over-Allotment Option') at a subscription price of 0.2125 pence per new ordinary share, exercisable until 24 November 2016. As the Over-Allotment Option expired without CFE having exercised its rights to subscribe for further new ordinary shares in the Company, the Company has now consequently taken the step of entering into the R&R BLA, which amongst other matters provides it with access to a further £150,000 of debt finance.

The material terms of the R&R BLA are as follows (all other material provisions of the Amended Bridge Loan remain in force, un-amended):

·           the total facility amount made available to the Company will be extended by £150,000 to £900,000, to replace the working capital requirements which had been expected to be satisfied from the exercise of the Over-Allotment Option;

·           a further advance of £150,000 will be made to the Company on or around 29 December 2016 (the 'Additional Advance') and deployed in accordance with an agreed payment schedule towards settlements of amounts due to creditors and towards continued implementation of fertiliser trading operations;

·           the Company shall pay a facility extension and amendment fee of £7,500 to the Lender in respect of the Additional Advance (as a deduction from the Additional Advance); 

·           an additional event of default has been introduced, in circumstances where the Company's shares cease to be admitted to trading on a regulated market or other principal market in the United Kingdom (including without limitation and if applicable the AIM Market and the ISDX Market); and

·           the Lender shall have the right, at any time whilst the loan (or any part thereof) remains outstanding, to nominate a person to be appointed as a director of the Company.

As the Amended Bridge Loan constituted a "related party transaction" under Rule 13 of the AIM Rules (Katrina Clayton is married to Neil Clayton, the Company's CFO), it has been determined that the R&R BLA will also constitute a related party transaction under Rule 13 of the AIM Rules and Rule 55 of the ISDX Growth Market - Rules for Issuers. In this context, the Directors  confirm that they consider that the terms of the R&R BLA are fair and reasonable insofar as its shareholders are concerned having taken account of the Company's financial position and the availability of external finance options.

African Potash Executive Chairman Chris Cleverly said: "We are continuing to make headway in our ambitious plans to establish a substantial fertiliser trading operation and we are confident that this funding will assist us move towards revenue generation."


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For further information visit or contact the following:


Chris Cleverly

African Potash Limited

+44 (0) 20 7408 9200

Guy Miller

Peterhouse Corporate Finance Limited


+44 (0) 20 7469 0930


Market Abuse Regulations (EU) No. 596/2014


The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 ("MAR"). Upon the publication of this announcement via Regulatory Information Service ("RIS"), this inside information is now considered to be in the public domain.

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