Dec 21, 20224 min
Royal Helium has signed term sheets with the Business Development Bank of Canada and a Schedule 1 Bank for a non-revolving credit facility in the amount of C$15mm. The Schedule 1 Bank will also provide a revolving demand operating loan of C$2.5mm for working capital purposes. Royal also entered into an agreement with Eight Capital for a C$5.5 mm bought deal private placement of convertible debenture units. The net proceeds of the Offering will be used to fund capital expenditures related to the Steveville production facilities and for general corporate purposes.
Press Release:
Royal Helium Ltd is pleased to announce that it has signed term sheets with the Business Development Bank of Canada and a Schedule 1 Bank, acting pari passu for a non-revolving credit facility in the amount of C$15,000,000. The loans bears interest at a rate of 3.00% above the bank's Prime Lending Rate. Proceeds of the Credit Facility will be used for development and production facilities currently under construction for the Steveville helium field in Alberta, Canada. The Schedule 1 Bank will also provide a revolving Demand Operating Loan of C$2,500,000 for working capital purposes with a floating interest rate of 2.00% per annum above Prime. Royal Helium is also pleased to announce that it has entered into an agreement with Eight Capital for a $5.5 million bought deal private placement of Subscription Receipts Convertible Debenture units.
Mr. Jeff Sheppard, the Chief Financial Officer of Royal states, "We are pleased to have achieved this major milestone of being fully funded to first production, positioning Royal to deliver helium to our space exploration off-take partner in Q2 2023. Securing debt financing in the traditional bank market through a Canadian Schedule 1 bank and BDC at such favourable rates alongside the bought-deal financing not only enhances returns to shareholders but also validates the quality and economics of our Steveville project. Furthermore, this initial project financing will simplify Royal's access to future production facility construction financing."
The debt facilities, combined, are subject to a one-time C$87,500 fee and an annual fee of C$6,000. Under a floating rate option, loans drawn on the Credit Facility can be repaid at any time without penalty. The facilities will be secured by a general security agreement and is subject to customary loan covenants.
Completion of the Credit Facility and Operating Line is subject to execution of definitive agreements and regulatory approvals and is expected to close in January 2023.
Bought Deal Convertible Debenture Private Placement
Royal Helium is also pleased to announce that it has entered into an agreement with Eight Capital, pursuant to which Eight Capital has agreed to purchase for resale, on a bought deal private placement basis, 5,500 non-transferable subscription receipts exchangeable into unsecured convertible debenture units of the Company, with a maturity date of December 31, 2025. Each Debenture Unit shall consist of one 14% unsecured convertible debenture in the principal amount of $1,000 and 3,846 common share purchase warrants. Each Warrant shall entitle the holder thereof to purchase one common share of the Company, at an exercise price of $0.32 per Warrant Share for a period of 36 months. The Company may elect to accelerate the expiry date of the Warrant in the event the volume-weighted average trading price exceeds $0.65 per Share for 20 consecutive trading dates.
The Convertible Debentures will be convertible at the holder's option into Shares at any time prior to the close of business on the earlier of the business day immediately preceding the Maturity Date and the date fixed for redemption of the Convertible Debentures at a conversion price of $0.26 per Share, representing an approximate 17% premium to the current price of the Shares.
The gross proceeds from the convertible debenture offering shall be held in escrow pending execution of definitive credit agreements in connection with the Credit Facility. The interest on the Convertible Debentures will accrue commencing on the escrow release date at a rate of 14% per annum and shall be payable semi-annually in arrears, beginning on June 30, 2023. At the Company's option, provided no event of default has occurred and is continuing and provided all applicable regulatory approvals have been obtained (including any required approval of any stock exchange on which the Shares are listed), interest may be paid in cash or paid-in-kind through the issuance of freely tradable Shares. The number of Shares to be issued in satisfaction of the Company's interest obligation shall be calculated based on the four day VWAP of the Shares commencing 2 trading days immediately prior to the notice from the Company that it has elected to satisfy its interest obligations in Shares.
The net proceeds of the Offering will be used to fund capital expenditures related to the Steveville production facilities and for general corporate purposes.
The Subscription Receipts and the Convertible Debentures and the Warrants comprising the Debenture Units (and any Shares issuable upon conversion or exercise thereof, as applicable) will be subject to a statutory hold period in Canada of four months and one day following the Closing Date. The offering is subject to normal regulatory approvals, including approval of the TSX Venture Exchange, and is expected to close on or about January 10, 2023.
Cancellation of Previously Announced Credit Facility
Royal announces that the previously announced project financing of US$20 million has been cancelled.