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Grove Completes US$ 15 Million Financing

Grove Completes US$ 15 Million Financing.

articleSurge Copper Corp.May 12, 20063/company/surge-copper-corp/news/grove-completes-usdollar-15-million-financing
Grove Completes US$ 15 Million Financing

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[{"type":"text","content":"\n\n\n\n\nVANCOUVER, May 12 /CNW/ - Grove Energy Limited (\"Grove\") (TSX-V & AIM:\nGRV), the oil and gas exploration company with its primary assets in Europe\nand the Mediterranean Margin, is pleased to announce that its has closed the\npreviously announced US$15 million private placement of subordinated\nconvertible notes (the \"Notes\"). The financing was underwritten by RAB Capital\nplc's Energy Funds (\"RAB\"). Westwind Partners (UK) Limited (\"Westwind\") and\nMirabaud Securities Limited (\"Mirabaud\") acted as agents for this transaction.\nNet proceeds, after fees and expenses of the financing, are estimated to be\nUS$14.5 million (C$16.2 million). RAB is to receive an underwriting fee of\nUS$60,000. Westwind and Mirabaud are entitled to aggregate commissions equal\nto 2.5% in respect of the first US$11 million raised under the Note financing;\nand a commission of 3.0% in respect of the remaining US$4 million raised under\nthe Note financing.\nThe Notes have a maturity of five years and bear an 8.75% annual coupon\npayable half-yearly. The principal amount of the Notes may be converted into\ncommon shares of Grove at a price of C$1.00 per common share:\n\n(a) at the holder's election; and\n(b) at Grove's election, if the weighted average price of common\n shares on the TSX Venture Exchange (\"TSX-V\") is C$1.70 or greater\n for a period of 25 consecutive days.\n\nInterest may be paid in common shares or cash during the first year of\nthe term of the Notes at Grove's election and in subsequent years at the\nholder's election. Common shares issued, if any, in respect of interest will\nbe issued for an amount that equates to a 10% discount to the 30-day weighted\naverage price of common shares on the TSX-V preceding the coupon payment date.\nThe Notes are subordinate to permitted encumbrances including, among others,\nany banking facilities or other debt entered into to develop Grove's\nproperties and are secured by a general charge over Grove's assets.\nThe Notes and the underlying common shares are subject to four month hold\nperiods, pursuant to Canadian securities laws, expiring on 14 September 2006.\nGlenn Whiddon, CEO, commented that: \"We welcome RAB's continued support\nand its creative input. Both Mirabaud and Westwind provided valuable\nassistance with this transaction. The net proceeds of the financing will b...

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