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Resource Capital Fund V L.P. Announces Amendments to Convertible Loan with Noront Resources Ltd.

DENVER , Dec. 24, 2019 /CNW/ - Resource Capital Fund V L.P. ("RCF") reports that on December 23, RCF entered into an amendment to its US$15 million convertible loan facility originally dated February 26, 2013 , as amended (the "Convertible Loan") with Noront Resources Ltd. ("Noront"). Material terms of the amendment are:

  • The maturity date of the Convertible Loan has been extended to September 30, 2021 ;
  • The conversion price of the Convertible Loan has been reduced to C$0.20 from C$0.34 ; and
  • In the event that Noront completes an equity financing for aggregate net cash proceeds of at least C$5,000,000 during the calendar year ending December 31, 2020 , RCF will convert a portion of the Convertible Loan, together with outstanding interest thereon, in a total amount of C$5,000,000 at a conversion price equal to either (at RCF's option): (i) C$0.20 or (ii) the market price of the Common Shares on the date of conversion (less any discount to such market price as permitted by the TSX Venture Exchange) as a debt for shares exchange subject to the approval of the TSX Venture Exchange.


All other material terms and conditions remain the same. The Convertible Loan is convertible into Common Shares at any time prior to September 30, 2021. If the Convertible Loan is converted into Common Shares, RCF could acquire approximately 99 million Common Shares (assuming a USD:CAD exchange rate of 1.32:1 for purposes of this calculation and subject to the other terms of the Convertible Loan), representing approximately 24% of Noront's outstanding Common Shares.

RCF, together with its affiliate RCF V Annex Fund L.P., currently owns and controls a total of 84,065,695 issued and outstanding Common Shares of Noront. Assuming the Convertible Loan is converted into Common Shares, RCF would own 183,065,695 Common Shares, representing approximately 36.2% of Noront's Common Shares on a partially diluted basis.

The conversion price and certain other terms of the Convertible Loan were amended in consideration for RCF extending the maturity date of the loan. The amendments reflect current market conditions and other terms required by RCF in exchange for the extension to the maturity date. RCF may from time to time acquire additional securities, exercise securities, dispose of some or all of the existing or additional securities, or may continue to hold the securities of Noront.

Noront's head office is located 212 King Street West, Suite 501, Toronto, Ontario , M5H 1K5.

To obtain a copy of the early warning report filed under applicable Canadian securities laws in connection with the transactions hereunder, please see Noront's profile on the SEDAR website www.sedar.com.

About Resource Capital Fund V L.P.

RCF is a private investment fund.

SOURCE Resource Capital Fund V L.P.


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