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Published on 9/2/2014 in the Prospect News PIPE Daily.

Aldridge Minerals arranges $10 million private placement of stock

Two largest shareholders will participate for total of $4.75 million

By Angela McDaniels

Tacoma, Wash., Sept. 2 – Aldridge Minerals Inc. will sell $10 million of common stock through a non-brokered private placement and receive a $35 million bridge loan from one of the investors.

The purchase prices is $0.45 per share, or C$0.49 per share, which is a 69% premium to the C$0.29 closing share price on the TSX Venture Exchange on Aug. 28.

Orion Fund JV Ltd., an affiliate of the Orion Mine Finance funds, will purchase 11,660,611 common shares for $5.25 million.

The company’s two largest shareholders, ANT Holding Anonim Sti. and APMS Investment Fund Ltd., will participate in the private placement to maintain their 30.1% and 17.4% ownership positions, respectively. ANT will purchase 6,696,732 shares for $3.01 million, and APMS will purchase 3,864,879 shares for $1.74 million.

In exchange for investing at a substantial premium to the market price of the common shares, ANT and APMS will also receive one warrant for each share purchased through the private placement. Each warrant will be exercisable for share at $1.00 for two years.

Bridge loan

Orion will also provide a $35 million two-year bridge loan.

The interest rate is Libor plus 900 basis points, subject to a 1% Libor floor. Interest will accrue over the term of the loan and will be capitalized monthly.

The loan can be repaid at any time without charges other than customary breakage costs.

The loan is not subject to any structuring or arrangement fees.

Orion will have first-priority security interest in all of the material assets of the company and subsidiary Aldridge Mineral Madencilik Ltd. Sirketi.

The proceeds of the private placement and the loan will be used to fund the Yenipazar land acquisition, advance basic and detailed engineering and for general working capital purposes through to project financing.

Aldridge has also entered into lead concentrate and gold offtake agreements with an Orion affiliate that are conditioned on Aldridge receiving funding from Orion.

Closing of the private placement and the initial advance under the loan are expected to occur in September.

Aldridge is a development-stage mining company based in Toronto.

Issuer:Aldridge Minerals Inc.
Issue:Common stock
Amount:$10 million
Shares:22,222,222
Price:$0.45
Warrants:One warrant for each share purchased by existing shareholders
Warrant expiration:Two years
Warrant strike price:$1.00
Agent:Non-brokered
Investors:Orion Fund JV Ltd. (for $5,247,275), ANT Holding Anonim Sti. (for $3,013,529) and APMS Investment Fund Ltd. (for $1,739,195)
Pricing date:Aug. 29
Settlement:September
Stock symbol:TSX Venture: AGM
Stock price:C$0.29 at close Aug. 28
Market capitalization:C$24.57 million
Issuer:Aldridge Minerals Inc.
Issue:Bridge loan
Amount:$35 million
Tenor:Two years
Coupon:Libor plus 900 bps with 1% Libor floor
Call option:At any time
Warrants:No
Investor:Orion Fund JV Ltd.
Pricing date:Aug. 29
Settlement:September

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