Market Abuse Regulation ("MAR") Disclosure

This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("MAR"), and is disclosed in accordance with the Company's obligations under Article 17 of MAR. 

Bushveld Minerals Limited

("Bushveld" or the "Company")

Completion of Convertible Loan Note Refinancing

01 February 2024

Bushveld Minerals Limited (AIM: BMN), the primary vanadium producer, is pleased to announce that, further to the announcements on 5 May and 27 November 2023, it has completed the refinancing of its unsecured convertible loan notes issued to OMF Fund III (F) Ltd. ("Orion") dated 29 September 2020. The Company has refinanced its convertible debt obligations of US$47.1 million (including accrued interest) (the "CLN Balance") as follows:

§ US$4.7 million of the convertible debt obligations capitalised into a subscription for 124,747,016 new ordinary shares. Orion was issued with 124,267,747 shares on 27 December 2023, the remaining balance of 479,269 shares will be issued on or around 6 February 2024.

§ A new convertible loan note of US$14.1 million maturing on 30 June 2028.

§ A term loan of US$28.3 million maturing on 30 June 2026.

§ Supplemental royalty at not more than 0.264% of Bushveld's gross revenues and reducing by 80% at the term loan maturity.

Craig Coltman, CEO of Bushveld Minerals commented:

"I am pleased to announce all conditions set out on the definitive agreement with Orion were met and the refinancing transaction is now completed.  We thank Orion for their ongoing support towards the Company."

Key Terms of the Refinancing

§ 10% of the CLN Balance (US$4.7 million) capitalised into a subscription for 124,610,082 shares in Bushveld at 3.00p per share, a 48% premium to the 20-day weighted average share price (as at 24 November 2023).

§ 30% of the CLN Balance (US$14.1 million) to remain as a convertible loan note with the following revised terms ("New CLN"):

·      Interest: 12% per annum.

·      Conversion price: 3.99p.

·      Maturity Date: 30 June 2028.

·      Bushveld shall has a one-time right to redeem 50% (in whole and not in part) of the New CLN (principal and interest) on 30 June 2026, subject to the right of Orion to elect instead to covert the amount.

§ 60% of the CLN Balance (US$28.3 million) will be converted into a secured term loan ("Term Loan") on the following terms:

·      Interest: 6.0% ("Margin") plus the greater of (I) 3-month Secured Overnight Financing Rate ("SOFR") and (ii) 3.0% per annum.

·      Interest payable quarterly in arrears in cash starting from the last business day of the quarter in which the closing of the transaction occurs and on the last business day of each quarter thereafter. In the event that the Company has insufficient cash available to pay interest on its due date, the interest due on that date shall continue to accrue.  While there is a continuing default, the Margin will be increased by 3%.

O  Principal repayments structured to:

a.   25% of the Term Loan (US$7.1 million) to be repaid  by 30 June 2024.

b.   30% of the Term Loan (US$8.5 million) to be repaid by 30 June 2025.

c.   45% of the Term Loan (US$12.7 million) to be repaid by 30 June 2026.

·      The Term Loan may be prepaid in whole or in part at any time. Prepayment is subject to the following early redemption fee schedule based on the outstanding balance at the time of prepayment.

o  Prior to 30 June 2024: 4%.

o  After 30 June 2024 until 30 June 2025: 3%.

o  After 30 June 2025 until 30 June 2026: 2%. 

§      Supplemental royalty, on the same terms as the existing Production Financing Agreement (as amended), except for the following:

·    Royalty payment rate of 0.264% with a realised price per kgV of less than US$47/kgV.

·    Royalty payment rate of 0.216% with a realised price per kgV of greater than US$47/kgV.

·     The later of 30 June 2027 and when the Term Loan has been fully repaid, the repayment rate will reduce by 80% and shall be payable for the life of the Vametco operation.

Admission, Settlement and Total Voting Rights

An application has been made to the London Stock Exchange for the additional 479,269 Orion Shares to be admitted to trading on AIM. It is expected that Admission will become effective on or around 6 February 2024.

Following Admission, there will be a total of 2,311,692,407 Ordinary Shares in issue, 670,000 of which are held in treasury. Shareholders should use the figure of 2,311,022,407 as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in the Company, under the FCA's Disclosure and Transparency Rules.

ENDS

Enquiries: info@bushveldminerals.com

ABOUT BUSHVELD MINERALS LIMITED

Bushveld Minerals is a primary vanadium producer, it is one of only three operating primary vanadium producers, with a diversified vanadium product portfolio serving the needs of the steel, energy and chemical sectors.

Detailed information on the Company and progress to date can be accessed on the website www.bushveldminerals.com