Acquisition of 19.9% Equity Interest and A$85m Convertible Note Investment in Noble Mineral Resources
In October 2012, ASX-listed gold producer Resolute Mining announced the acquisition of a 19.9% equity interest in Noble Mineral Resources. Noble is an ASX-listed gold producer with its key asset being a 100% interest in the Bibiani Gold Project in Ghana.
At the same time as the acqusition, Resolute announced an unconditional offer to make a A$85 million convertible note investment in Noble, comprising:
- An initial US$15m unsecured short-term debt facility (to be repaid out of the proceeds of the convertible note issue);
- A commitment by Resolute to fully underwrite a rights issue by Noble of listed convertible notes, with a conversion price of A$0.12 per Noble share, to raise A$79m; and
- An offer by Resolute to take a placement by Noble of sufficient additional listed convertible notes (on the same terms as the rights issue) to increase the total funds raised to A$85 million.
At an EGM held on 7 November 2012, Noble shareholders rejected a competing financing package by Zhongrun Resources Investment Corp. which comprised a two-tranche A$84.7m equity placement. Shortly afterwards, the Board of Noble accepted Resolute’s unconditional financing offer. Resolute ultimately subscribed for just under 100% of the convertible notes on offer and the financing closed on 1 March 2013.
Azure acted as independent financial adviser to Resolute on all aspects of the transaction.