Besra advises that following further negotiations, an amended and restated investment agreement has been signed with George Molyviatis, pursuant to which he will effect an investment in Besra of Can$15 million convertible notes convertible into 300 million common shares.
The investment is issuable on the following tranches: Can$2 million on or before October 17, 2014; Can$8 million on or before October 31, 2014; and Can$5 million on or before December 19, 2014. George Molyviatis will also receive, on a pro-rata one-third basis, 100 million three-year common stock purchase warrants for the purchase of common shares at Can$0.10 each.
The revised agreement also provides for a break fee of 10% of the transaction value subject to a minimum fee of Can$1.5 million plus Can$100,000 to George Molyviatis’ advisor.
Unchanged in the revised agreement is the automatic conversion of the notes upon a liquidity event and maturity. A liquidity event may be the introduction of a partner to at least 35% of the Bau project in Malaysia, for development, for exploration or for a combination of the two; or equity financing(s) totalling more than Can$15 million at a price in excess of 200% of the conversion price.
Meantime, Besra advises that the Toronto Stock Exchange (TSX) delisted the common shares of the company at the close of business on October 17 for failure to meet the continued listing requirements of the TSX. The areas of non-compliance relate to balance sheet issues and failure to file the audited 2014 accounts. The company is working on initiatives to address and rectify each of these issues.
The Australian Securities Exchange also suspended trading on October 10 as a result of the company not being up to date via the Ontario Securities Commission and on October 27 the OTC in the US will move Besra from the OTCQX to the OTCPink for delayed financial filings.
The company will continue operating as normal without its shares being traded on the TSX. Shareholders’ ownership and governance rights remain unaffected. Pending restoration to a major trading platform Besra will seek quotation on an interim market to enable shareholders to retain some liquidity.
Restoring production in Vietnam remains a priority and production has already begun on small scale at Bong Mieu. Discussions under way with the Ministry of Finance in Vietnam should result in a reduction of overall taxes owed. Further fundraising discussions with other investors are ongoing to enable refinancing of existing convertible notes with longer maturity cheaper debt and negotiations are underway for a Bau project partner.
Besra expects that the company will seek to re-list on the TSX or another exchange, depending upon which exchange best suits the company’s circumstances in the new year.