Business
GRIFFIN WITHDRAWS PROPOSED TA
GRIFFIN WITHDRAWS PROPOSED TA.
About this update from Griffin Mining Limited
[{"type":"text","content":"\n RNS Number : 1416Q Griffin Mining Ld 03 April 2009 \n \n\n\n60 St James's Street, London SW1A 1LE, United Kingdom\nTelephone: + 44 (0)20 7629 7772 Facsimile: + 44 (0)20 7629 7773\nE mail: [email protected]\n\n3rd April 2009\n\nGriffin withdraws proposed takeover for Ivernia Inc\nGriffin Mining Limited ('Griffin') has withdrawn its proposed takeover of Ivernia Inc ('Ivernia') as a result of actions taken by the board of Ivernia which have resulted in the current and future control of Ivernia being delivered to a related party with latent massive dilution of its share capital without the approval of Ivernia's shareholders or allowing the shareholders to be given the opportunity to consider a number of alternative proposals put forward by Griffin.\nThe completion of a momentous alteration in the terms of Ivernia's convertible debt and other related transactions were permitted to proceed on the basis of the Toronto Stock Exchange's (the 'TSX') decision to grant Ivernia an exemption from TSX minority shareholder approval requirements for non-arm's length transactions and for transactions exceeding specified levels of dilution under TSX rules. Under the transaction, Ivernia's largest shareholder and an insider, Sentient Global Resources Fund II LP, was issued secured convertible notes (the 'Notes') where (1) the conversion price was reduced from $1.08 to $0.11 per share thereby entitling it to acquire 199.1 million shares, representing approximately 111% of the current outstanding shares of Ivernia and effective control; (2) the term was extended by 4 years to expire in 2013; (3) the interest payable was increased from 6% to 8% per annum; (4) the Notes become due and payable on any 'change of control' of Ivernia; (5) Sentient assumed effective operational control over Ivernia's wholly owned operating subsidiary, Magellan Metals Pty. Ltd. (6).the Notes are non-redeemable by the Company;(7) the strike price of the Notes contains a death-spiral type of conversion feature such that if new shares are subsequently issued at a price lower than the stated $0.11 conversion price, the conversion price will be lowered for the Notes to that issue price. The same mechanism is not includ...