Golden Oil Holdings Limited

December 04, 2015 11:40 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 - Dec. 4, 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 by way of private placement (the "Private Placement"), ownership of a convertible debenture (the "Debenture") of Feronia Inc. ("Feronia") in the principal amount of US$1,800,000 on November 27, 2015 (the "Closing Date") representing 100% of the convertible debenture issued by Feronia on the Closing Date.

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 Debenture 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 Debenture is 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 fully converts the principal of the Debenture into Common Shares at the conversion price of CAD$0.25, GOHL would hold 26,558,877 Common Shares, representing approximately 41.6% of the issued and outstanding Common Shares at the time of conversion (after giving effect to the conversion of the debenture issued on the Closing Date only; based on a total of 55,237,593 common shares issued and outstanding as of November 24, 2015).

If Feronia does not complete an Amended Debt Financing (as such term is defined in the Debenture) and assuming that GOHL fully converts the principal of the Debenture into Common Shares at the conversion price of CAD$0.14, GOHL would hold 33,347,448 Common Shares, representing approximately 47.2% of the issued and outstanding Common Shares at the time of conversion (after giving effect to the conversion of the debenture issued on the Closing Date only; based on a total of 55,237,593 common shares issued and outstanding as of November 24, 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 contacts 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

    Izelle le Roux-Owen
    Corporate Communications & Investor Relations
    Telephone: + 27 11 463 1920
    Email: izelleleroux@phatisa.com