Golden Oil Holdings Limited

July 17, 2015 12:40 ET

Golden Oil Holdings Limited Subsidiary of African Agriculture Fund, L.L.C. Early Warning of Agreement to Acquire Securities of Feronia Inc.

TORONTO, ONTARIO--(Marketwired - July 17, 2015) - Golden Oil Holdings Limited ("GOHL"), a wholly owned Mauritius special purpose vehicle subsidiary of African Agriculture Fund, L.L.C. ("AAF") announces that it has acquired, in the second tranche of the previously announced private placement (the "Private Placement"), ownership of a convertible debenture (the "Debenture") of Feronia Inc. ("Feronia") in the aggregate principal amount of US$983,500 on July 16, 2015 representing 10.7% of the aggregate value of convertible debentures issued by Feronia on June 19, 2015 and July 16, 2015.

The Debenture bears interest at a rate of 12% per annum, compounded semi-annually and all interest shall accrue and be payable on January 22, 2016 and is convertible into common shares of Feronia (each, a "Common Share"). The outstanding principal amount of the Debentures together with all accrued and unpaid interest will be convertible at the option of the holder at any time prior to the date which is one year from the Closing Date. The Debentures are convertible at a conversion price of US$0.25 per Common Share.

GOHL currently holds 17,918,877 Common Shares of Feronia representing 32.4% of the issued and outstanding Common Shares. Assuming that GOHL and CDC fully convert the principal of the Debentures into Common Shares at the conversion price of CAD$0.25, GOHL would hold 32,239,677 Common Shares, representing approximately 24.2% of the issued and outstanding Common Shares at the time of conversion (after giving effect to the conversion of the debentures issued on June 19, 2015 and July 16, 2015 only; based on a total of 55,237,593 common shares issued and outstanding as of July 14, 2015).

If the Company does not complete an Amended Debt Financing (as such term is defined in the Debentures) and assuming that GOHL and CDC fully convert the principal of the Debentures into Common Shares at the conversion price of CAD$0.14, GOHL would hold 43,491,735 Common Shares, representing approximately 22.3% of the issued and outstanding Common Shares at the time of conversion (after giving effect to the conversion of the debentures issued on June 19, 2015 and July 16, 2015 only; based on a total of 55,237,593 common shares issued and outstanding as of July 14, 2015).

GOHL will hold the common shares for investment purposes and GOHL may, depending on market and other conditions, increase or decrease its beneficial ownership or control of the common shares or other securities of Feronia whether through market transactions, private agreements, treasury issuances, exercise of convertible securities or otherwise.

The issuance of this news release is not an admission that an entity named in the news release owns or controls any described securities or is a joint actor with another named entity.

For more information or to obtain a copy of the early warning report filed under National Instrument 62-103, please see contact below.

Contact Information

  • Golden Oil Holdings Limited
    African Agricultural Fund, L.L.C.
    Suite 510, Fifth Floor
    Barkly Wharf, Le Caudan Waterfront
    Port Louis, Mauritius