20/03/2009 - 10:11

Mirabela completes $140m Canada raising

20/03/2009 - 10:11


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Shares in Mirabela Nickel have climbed higher after the company announced it has completed a $140 million capital raising in Canada with funds to be applied to its Brazil project and repayment of debt.

Shares in Mirabela Nickel have climbed higher after the company announced it has completed a $140 million capital raising in Canada with funds to be applied to its Brazil project and repayment of debt.

The company said it has issued 120 million subscription receipts valued at $C1 each to Canadian investors to raise $C120 million ($A140 million).

Mirabela has also raised $38.88 million with Asian and Australian investors, with shares to be issued on a deferred basis until all conditions of the Canadian raising and debt facility has been satisfied.

Earlier this month, Mirabela received commitments from a consortium of lenders for a $US190 million debt facility, which can only be accessed if the company raised a minimum of $US95 million ($A138 million).

In total, Mirabela has now raised nearly $180 million in fresh equity, which together with the debt facility will be used to complete development of the Santa Rita nickel project in Brazil and repay debt obligations.

Yesterday, Mirabela received shareholder approval for the issue of up to 120 million shares.

Shares in Mirabela were up four cents to $1.42 at 12:15 AEDT.



The announcement is below:



Mirabela Nickel Limited (TSX: MNB, ASX: MBN) (the "Company") is pleased to
announce that it has completed its previously announced offering (the "Offering") of 120 million
subscription receipts at a price of C$1.00 per subscription receipt for gross proceeds of C$120 million. The
Offering was conducted by a syndicate of underwriters led by GMP Securities L.P. and included Cormark
Securities Inc., Dundee Securities Corporation, Macquarie Capital Markets Canada Ltd. and Haywood
Securities Inc. (collectively, the "Underwriters").

The Company also recently announced that it completed a private placement of approximately 32.4
million ordinary shares to institutions and sophisticated investors outside of Canada, principally in Australia
and Asia, at a price of C$1.00 (A$1.20) per share for gross proceeds of approximately C$32.4 million (the
"Concurrent Private Placement"). The Concurrent Private Placement was managed by Argonaut Securities
Pty Ltd and Macquarie Capital Advisers Limited. The Company will issue ordinary shares to subscribers
under the Concurrent Private Placement on a deferred settlement basis pursuant to which subscribers will
only pay for the ordinary shares subscribed for by them, and such shares will only be issued, on the date
that all of the conditions (as described below) to the release of the gross proceeds of the Offering are met.
However if such conditions, have not been satisfied by the close of business (Perth time) on April 24, 2009,
then unless such date has been extended by mutual agreement of all of the parties, subscriptions
comprising the Concurrent Private Placement will be automatically terminated.

Each subscription receipt entitles the holder thereof to receive, for no additional consideration, one
ordinary share of the Company upon the release of the proceeds of the Offering from escrow. The
proceeds of the Offering will be released from escrow upon: (i) receipt of shareholder approval of the
issuance of the ordinary shares underlying the subscription receipts in accordance with applicable
corporate laws of Australia; (ii) execution of a loan agreement in respect of a revised senior term loan the
amount of which, when combined with the proceeds of the Offering and the Concurrent Private
Placement, will aggregate not less than US$290 million; (iii) satisfaction of all conditions precedent to the
advance of the revised senior term loan other than those which, in the opinion of the Company, are of an
administrative or routine nature to be satisfied as a matter of course; and (iv) delivery of a joint notice to
the escrow agent that all regulatory and other approvals to the Offering have been obtained and the other
release conditions have been satisfied (collectively, the "Release Conditions").

If the Release Conditions are not satisfied by May 19, 2009 or, if prior to such time, the Company advises
that it does not intend to satisfy one or more of the Release Conditions, the escrowed proceeds, together
with any accrued interest, will be returned to the holders of the Subscription Receipts.

On March 3, 2009 the Company announced that it signed a commitment letter with four lenders in
respect of a secured term loan facility in the aggregate principal amount of US$150 million. On March 6,
2009, the Company announced that an additional lender had acceded to the terms of the commitment
letter for up to an additional US$40 million increasing the aggregate amount of the loan to US$190 million
(the "Senior Loan").

The Company intends to use the net proceeds of the Offering, the Concurrent Private Placement and once
available, the Senior Loan, to fund the completion of construction of the Company's Santa Rita Project in
Bahia state, Brazil, remedy its working capital deficiency and pay amounts due under the Company's
project credit facilities until the Santa Rita Project becomes cash flow positive (expected to be in June
2010) and for general corporate purposes, all as more particularly set out in the Company's final short
form prospectus dated March 13, 2009.

The Toronto Stock Exchange (the "TSX") has accepted for listing the Subscription Receipts which will trade
under the symbol MNB.R and the ordinary shares issuable upon automatic conversion thereof on the TSX.
The Concurrent Private Placement has also been conditionally approved by the TSX.


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