Silver Bear Announces Update on its SKA Loan Agreement and Amendments to Facilities Agreement and Third Quarter 2022 Interim Financial Report Filing
TORONTO, November 11, 2022–(BUSINESS WIRE)–Silver Bear Resources Plc (“Silver Bear” or the “Company”) (TSX: SBR) provides an update on the amendment to the loan agreement between the Company’s wholly-owned subsidiary, Joint Stock Company Prognoz (“Prognosis“) and SKA Assets Management Limited (“SKA Assets”) (“Modification of the SKA loan agreement“) and the amendment to the Company’s facility agreement (“AF modification“) after receiving shareholder approval for both amendments at the annual general and special meeting of shareholders of the Company (the “Meeting“) on October 05, 2022.
The Company further announces that it has today filed its unaudited financial statements and MD&A for the three and nine months ended September 30, 2022 (“Q3 2022 Report”). For more details on the Q3 2022 report, please see the Company’s filings on SEDAR (www.sedar.com) or the Company’s website (www.silverbearresources.com).
Modification of the SKA loan agreement
Effective October 6, 2022, amendments to the SKA Loan Agreement have been signed. The Amendment to the SKA Loan Agreement contains certain modifications to the original SKA Assets Loan Agreement dated January 19, 2022 between Prognoz and SKA Assets with respect to an increase in the loan principal of 1,500,000,000 (equivalent to approximately C$33,550,000 based on an exchange rate of 0.0217) rubles for an aggregate loan principal in the amount of 2,250,000,000 rubles (equivalent to approximately C$48,911,800 based on an exchange rate of 0.0217) and extending the maturity date of the loan from December 31, 2022 to December 31, 2025 and increasing the interest rate of the loan from 10.27% per annum to 12 .5% per annum from October 1, 2022. All other terms of the loan agreement remained unchanged.
The amendment to the SKA loan agreement has been approved by the Toronto Stock Exchange (“TSX“) and a copy of the agreement has been filed on SEDAR under the Company’s profile. SKA Assets is indirectly owned by Sergey Kolesnikov, who is in turn a majority shareholder of Inflection Management Corporation Limited (“Inflection“), a major shareholder of Silver Bear.
Amending SKA Loan Agreement Is a “Related Party Transaction” Under Multilateral Instrument 61-101 – Protection of holders of minority securities in special transactions (“MI 61-101“) because Inflection is a related party of the Company, as its major shareholder. The SKA loan amendment is exempt from minority shareholder approval requirements under NI 61-101 through the application of exemption under section 5.7(1)(f), since the loan, as modified by the amendment to the SKA loan agreement, is a loan without an equity component and was obtained by the company from a related party on reasonable commercial terms that are no less advantageous to the Company than if the loan had been obtained from a person dealing at arm’s length with the Company.
FA Amendment Update
After receiving shareholder approval for the FA Amendment at the company’s meeting, management is in the process of finalizing and executing the agreement, at which time the company will make an announcement and file both FA Amendment and FA Amendment Material Change Report.
The FA Amendment relates to certain amendments to the credit facility agreement dated September 5, 2016, as amended by certain deeds of approval, modification and restatement dated December 28, 2016, March 27, 2017, June 2017, from November 07, 2017, September 18, 2018, December 24, 2018, December 24, 2019, May 26, 2020, October 09, 2020 and December 31, 2020, between Inflection and Unifirm (a subsidiary of Aterra), as lenders (together, the “Lenders“), Inflection as Security Officer, the Company (or Old Silver Bear, as the case may be) and Closed Joint Stock Company “Prognoz” (“Prognosis“), a wholly-owned subsidiary of the Company, as borrowers (together, the “Borrowers“) and the Company, Prognoz and Silver Bear Resources BV (“SBR B.V.“), a wholly owned subsidiary of the Company (subsequently dissolved), as Guarantors (collectively, the “Guarantors“) (the “Facilities agreement“).
The FA Amendment is a “related party transaction” under Multilateral Instrument 61-101 – Protection of holders of minority securities in special transactions (“MI 61-101“) because Inflection is a related party of the Company, as its principal shareholder. The amendment to the 2022 facilities agreement is exempt from the minority shareholder approval requirements under NI 61-101 by the application of the exemption under Article 5.7(1)(f) , given that the loan made by Inflection and Unifirm, as modified by the amendments to the 2022 facilities agreement, is a loan without a component of equity and has been obtained by the Company from a related party on reasonable commercial terms that are no less advantageous to the Company than if such loan was obtained from a person dealing at arm’s length with the Company
About the Silver Bear
Silver Bear (TSX: SBR) is focused on developing its wholly-owned Mangazeisky silver project, covering a license area of approximately 570 km2 which includes the high-grade Vertikalny deposit, located 400 km north of Yakutsk in the Republic of Sakha within the Russian Federation. In April 2018, the Company reached its first silver production following commissioning activities and on July 1, 2019, the Company reached full commercial production. Additional information relating to Silver Bear is available on SEDAR at www.sedar.com and on the Company’s website at www.silverbearresources.com.
This release and subsequent oral statements made by and on behalf of the Company may contain forward-looking statements that reflect management’s expectations. Where possible, words such as “intends”, “expects”, “plans”, “estimates”, “anticipates”, “believes” and similar expressions or statements that certain actions, events or results “may”, “could”, “would”, “could” or “will” be taken, will occur or will be realized, have been used to identify these forward-looking statements. Although the forward-looking statements contained in this press release reflect the current beliefs of management based on information currently available to management and based on what management considers to be reasonable assumptions, the Company cannot be certain that the results actual results will be consistent with these forward-looking statements. A number of factors could cause events and achievements to differ materially from the results expressed or implied by the forward-looking statements. These risk factors include, but are not limited to, the risk factors identified by the Company in its continuous disclosure documents filed from time to time on SEDAR. These factors should be carefully considered and potential investors should not place undue reliance on forward-looking statements. Forward-looking statements necessarily involve important known and unknown risks, assumptions and uncertainties that may cause the actual results, events, prospects and opportunities of the Company to differ materially from those expressed or implied by such forward-looking statements. Although the Company has attempted to identify important risks and factors that could cause actual actions, events or results to differ materially from those described in the forward-looking statements, there may be other factors and risks that so that actions, events or results are not as anticipated, estimated or anticipated. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, potential investors should not place undue reliance on forward-looking statements. These forward-looking statements are made as of the date of this release, and the Company undertakes no obligation to update or revise them to reflect new events or circumstances, except as otherwise required by law.
See the source version on businesswire.com: https://www.businesswire.com/news/home/20221111005423/en/
President and CEO
Such. : +7 985 866 8877