Dianor Resources Inc. announce that it has entered into a Credit Agreement dated August 28, 2010 with Third Eye Capital Corporation, as administrative agent, and a syndicate of lenders, pursuant to which the lenders have committed to provide up to $10 million in a term-credit facility to Dianor, subject to various terms and conditions.
“We are very pleased to have entered into this credit facility” said John Ryder, Dianor’s President and CEO. “The funds that the credit facility will provide are intended to make Dianor’s financial position much more secure and enable us to advance our bulk sampling project at the Leadbetter diamond property. This is a strong vote of confidence in Dianor.”
The credit facility is a senior, secured, term-credit facility in the amount of up to $10 million, made available to Dianor in minimum advances of $1 million each, from time to time, until August 31, 2011. The Credit Agreement provides that the proceeds from the credit facility can be used by Dianor for, among other things: (i) the purchase of equipment for Dianor’s Leadbetter diamond project; (ii) the completion of a bulk sampling project at Dianor’s Leadbetter diamond property; (iii) the repayment in full of a secured loan made to Dianor by one of its directors; and (iv) expenses associated with the credit facility.
The credit facility will bear interest at an annual rate, compounded monthly, and paid monthly in arrears equal to a minimum rate of (a) the greater of 12% and the sum of 9% and the interest rate per annum announced by Royal Bank of Canada as its prime rate for commercial loans in Canada, if average aggregate advances outstanding during the month are $5 million or less; or (b) the greater of 15% and the sum of 12% and the interest rate per annum announced by Royal Bank of Canada as its prime rate for commercial loans in Canada, if average aggregate advances outstanding during the month are greater than $5 million.
All advances from the lenders to Dianor under the credit facility will mature on September 10, 2011, subject to Dianor’s right to renew the credit facility for two successive one-year periods. The credit facility will be secured by, among other things, a mortgage and a hypothec over, and represents a first-priority interest in, all of the property owned by Dianor, including its full mineral-resource rights, subject to certain permitted liens.
In consideration for the credit facility, Dianor has agreed to issue to the lenders, upon the first advance under the credit facility, 3,800,000 common shares and 34 million common share purchase warrants. Each of the 34 million warrants will entitle its holder to purchase one additional common share of Dianor at a price of $0.10 for three years. In accordance with the policies of the TSX Venture Exchange, the warrants must be reduced on a pro rata basis if advances under the credit facility are repaid by Dianor in the first year of the credit facility.
The first advance under the credit facility cannot exceed $1,000,000 and is subject to a number of conditions, including the execution and delivery of loan documentation in form and substance satisfactory to the lenders, the issuance of a receipt by the Canadian securities regulatory authorities for Dianor’s final base shelf prospectus in respect of Dianor’s equity line of credit with Kodiak Capital Group, LLC, and evidence that Dianor has requested an initial draw down of at least $500,000 under the equity line of credit. Dianor expects to file a final base shelf prospectus in respect of the equity line of credit shortly. However, Dianor cannot give any assurances that it will be able to satisfy all of the conditions under the credit facility.