Central Asian Minerals and Resources PLC
LSE : CMRP

May 30, 2012 02:00 ET

Issue of Loan Notes and Standby Loan Facility

                                                                                                    30 May 2012
                                                                                                   IM00B61FM981
                                                       
                                   Central Asian Minerals and Resources PLC
                                          ("CAMAR" or the "Company")
                                                       
Issue of Loan Notes; Standby Loan Facility and Issue of Warrants; Shareholding in the Company; and Amendment of
                                          Terms of existing Warrants


Issue of Convertible Loan Notes

CAMAR,  the gold production and exploration company focused on Tajikistan, is pleased to announce that  it  has
raised USD4.5 million through the issue of 10% Unsecured Convertible Loan Notes 2013 (the "Loan Notes").

The  Loan  Notes  have been subscribed for by three existing shareholders in the Company: Augsburg  Investments
Limited  ("Augsburg")  (USD2.0  million), Como Holdings Inc. ("Como") (USD2.0 million)  and  Kimono  Investment
Holdings Limited (USD0.5 million).

The  proceeds  from the issue of the Loan Notes will be used by CAMAR to undertake further exploration  at  the
Aprelevka  mine  in Tajikistan, with the intention of proving up a delineated JORC Resource to  internationally
recognised standards, and to commence underground mining operations at the Aprelevka East Mine.

The  Loan  Notes are repayable on 31 December 2013 and are convertible into ordinary shares of no par value  in
the  Company  ("Ordinary Shares") in the event of, amongst other things, admission of the  Ordinary  Shares  to
trading  on  AIM, provided that such admission to AIM occurs on or before 30 June 2013 and that a  placing  has
occurred  by 30 June 2013 raising at least USD15 million (excluding any money subscribed by Como or  Augsburg).
The  Loan Notes convert into Ordinary Shares on admission to AIM at a price which is 75 per cent of the placing
price. If there is no admission of Ordinary Shares to trading on AIM on or before 30 June 2013 and/or there  is
no  placing  on or before 30 June 2013 which raises at least USD15 million then the Loan Notes are  convertible
into  Ordinary  Shares  at the lower of: (a) ?0.40; or (b) the price which is equal to the  average  mid-market
closing  price  of  Ordinary  Shares on the 20 business days prior to conversion  (as  certified  by  the  PLUS
Corporate  Adviser of the Company from time to time); or (c) the price at which any Ordinary Shares are  issued
at any time before 30 June 2013 for a consideration which is satisfied wholly in cash.

Standby Loan Facility and issue of Warrants

The  Company has entered into an agreement with Augsburg, Como and Grosmont Investments Limited (together,  the
"Lenders"),  pursuant to which the Lenders have agreed to make a standby loan facility of up to USD2.5  million
available  to the Company. Grosmont Investments Limited is a company of which Oliver Vaughan, CAMAR's Chairman,
is  a  director and which is controlled by Mr. Vaughan. The loan is available for draw down from  1  July  2012
until  30  September 2012 and is repayable, to the extent drawn down, by 30 April 2014. Any amounts drawn  down
under  the facility will bear interest at the rate of 17.5 per cent. per annum. The Company has agreed that  if
it, or its wholly owned subsidiary Gulf International Minerals Limited ("Gulf UK"), receives any money from the
Aprelevka joint venture then the Company or Gulf UK (as applicable) will execute a floating charge in favour of
the Lenders over the money received from the Aprelevka joint venture as security for any amounts lent under the
facility.

In  consideration  for providing the facility, the Company has issued the Lenders with (i) a total  of  150,000
warrants  (the "Founder Warrants), each such warrant giving the holder the right to subscribe for one  Ordinary
Share  at  a  price  of  10p per share; and (ii) a total of 37,500 further subscription  rights  (the  "Further
Subscription  Rights"), each such right giving the holder the right to subscribe for one Ordinary  Share  at  a
price  of  10p per share and the right to be issued with 3 Founder Warrants. The Founder Warrants  and  Further
Subscription  Rights are exercisable, subject to certain conditions, at any time before 31  December  2020.  In
addition, the Company has issued the Lenders with an aggregate of 1,562,500 new warrants (the "2012 Warrants"),
each  such warrant giving the holder the right to subscribe for one Ordinary Share. If the Ordinary Shares  are
admitted  to trading on AIM on or before 30 June 2013 and a placing (of any amount) takes place, then the  2012
Warrants  are exercisable at a price which is equal to the placing price. If there is no admission of  Ordinary
Shares  to  trading on AIM on or before 30 June 2013 and/or there is no placing on or before 30 June 2013  then
the  2012  Warrants are convertible into Ordinary Shares at the lower of: (a) ?0.40; or (b) the price which  is
equal  to  the average mid-market closing price of Ordinary Shares on the 20 business days prior to  conversion
(as  certified by the PLUS corporate Adviser of the Company from time to time); or (c) the price at  which  any
Ordinary  Shares  are issued at any time before 30 June 2013 for a consideration which is satisfied  wholly  in
cash. The 2012 Warrants are exercisable, subject to certain conditions, at any time before 30 September 2018.

Shareholding in the Company

The  Company  was notified on 29 May 2012 that Gulf International Minerals Ltd ("Gulf Canada")  has  created  a
charge  over  the 4,188,087 Ordinary Shares (the "Gulf Canada Shares") that it currently owns. The  charge  has
been  created as additional security for CAD1.0 million of secured convertible loan notes issued by Gulf Canada
(the "Gulf Canada Loan Notes") in December 2010.

The  Gulf  Canada  Loan Notes were issued to, and the charge over the Gulf Canada Shares has  been  created  in
favour of, The Timeless Precious Metal Fund SICAV PLC ("Timeless").

Timeless  is  the beneficial holder of 1,975,000 Ordinary Shares, representing 11.87 per cent of the  Company's
issued  share  capital. Peter Zihlmann, a director of the Company, is deemed to be interested in  the  Ordinary
Shares  held by Timeless as he is a shareholder and manager of P. Zihlmann Investment Management AG,  which  is
the Investment Manager of Timeless and holds all the voting shares in Timeless. Peter Zihlmann is also Chairman
of Timeless.

Oliver  Vaughan, Chairman of the Company, is deemed to be interested in the Gulf Canada Shares, which represent
25.07 per cent of the Company's issued share capital.

The creation of the charge over the Gulf Canada Shares does not give rise to any change in beneficial ownership
or  voting  control of the Gulf Canada Shares and there are no restrictions on the transfer of the Gulf  Canada
Shares.

2011 Warrants

Holders of the warrants issued by the Company in August 2011 (the 2011 Warrants"), each such warrant giving the
holder  the  right to subscribe for one Ordinary Share at ?0.65 per share, have consented to the alteration  of
the final exercise date for the 2011 Warrants from 30 June 2014 to 30 June 2016.

The Directors of CAMAR are responsible for the contents of this announcement.

Enquiries:

Central Asian Minerals and Resources PLC                                        +41 44 268 5115
Christine Melian

St Helens Capital Partners LLP                                                    020 7368 6959
Mark Anwyl or Duncan Vasey

Threadneedle Communications                                                       020 7653 9855
Graham Herring or Richard Gotla



Contact Information

  • Central Asian Minerals and Resources PLC