THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT INTENDED FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR DISSEMINATION TO THE UNITED STATES
For Immediate Release
TORONTO, CANADA, September 27, 2019 – Black Iron Inc. (“Black Iron” or the “Company”) (TSX: BKI) has closed on the first funding amount of CAD$2,250,000 pursuant to its previously announced convertible security funding agreement (the “Agreement”) with Lind Global Macro Fund LP (“Lind”). Pursuant to the Agreement, Black Iron may issue to Lind convertible securities in the principal amount of up to CAD$11 million (see the Company’s press release dated September 18, 2019 for further details).
Pursuant to the Agreement the Company has issued to Lind (i) a convertible security with a principal amount of CAD$2.7 million representing a principal amount of CAD$2.25 million and a pre-paid interest amount of CAD$450,000 (the “Convertible Security”); and (ii) 13,081,395 warrants exercisable for a term of 48 months at an exercise price of CAD$0.11 per share. The Company has paid Lind a commitment fee of CAD$78,750.
The Convertible Security will be repaid by Black Iron through the issuance of common shares at pre-agreed conversion limits to Lind over a 24-month period. Lind will have the option to convert up to 1/20th of the face value of the Convertible Security per month at a price equal to 85% of Black Iron’s five-day volume weighted average share price (“VWAP”) immediately prior to each time Lind notifies Black Iron of its intent to convert. Lind will be restricted from selling any Black Iron shares it receives in connection with the Convertible Security for a period of four months and a day from the date of issuance of the Convertible Security and is prohibited from short selling Black Iron’s shares during the term of the Agreement.
The Company shall use the net proceeds of the Convertible Security for working capital purposes. The Agreement and the issuance of securities thereunder has been conditionally approved by the Toronto Stock Exchange and is subject to satisfaction of customary closing conditions. Any additional issuances of securities under the Agreement will be subject to shareholder approval.
Black Iron’s senior management recently met with Ukraine’s newly elected Prime Minister and Minister of Economy to discuss the importance of Black Iron’s project to Ukraine given the high level of interest from foreign investors to fund construction, large number of new highly skilled jobs that will be created and the substantial investment planned. Both Ministers came to the meeting well briefed on Black Iron, were very pragmatic and stated their strong support plus alignment with other key ministries, including the Ministry of Defence, to implement Black Iron’s project. A single point of contact was assigned by the Prime Minister to coordinate Black Iron’s Ukraine government support needs including land transfer with all other agencies.
Black Iron’s management team also met with Ukraine’s new Minister of Defence to firm up support to expedite the transfer of essential land for project construction. The Minister stated he agrees to transfer the needed land by Black Iron in exchange for fair compensation that will primarily be used to purchase needed apartments for military personnel. He agreed to sign a Memorandum of Understanding formalizing this commitment prior to October month end that will be followed by binding contracts at year end.
Productive site visits were completed this week with two multibillion Asian construction firms as part of their due diligence to consider investing ~US$50M of equity in kind during project construction. Equity in kind means the construction company will receive shares of Black Iron on a monthly basis over the planned twenty-four-month construction period as partial payment for equipment and services invoiced instead of the full payment being made in cash. This is beneficial to Black Iron shareholders as these shares will only be issued once the balance of construction funding is secured, announced and construction has commenced at which time Black Iron management expects the Company’s share price to be materially higher. Black Iron continues to receive expressions of interest to provide debt for project construction and a more detailed announcement outlining the Company’s plan to fund project construction with potentially only a small amount of equity from the public markets will soon be provided to investors.
About Black Iron
Black Iron is an iron ore exploration and development company, advancing its 100% owned Shymanivske project located in Kryviy Rih, Ukraine. The Shymanivske project contains a NI 43-101 compliant mineral resource estimated to be 646 Mt Measured and Indicated mineral resources, consisting of 355 Mt Measured mineral resources grading 32.0% total iron and 19.5% magnetic iron, and Indicated mineral resources of 290 Mt grading 31.1% total iron and 17.9% magnetic iron, using a cut-off grade of 10% magnetic iron. Additionally, the Shymanivske project contains 188 Mt of Inferred mineral resources grading 30.1% total iron and 18.4% magnetic iron. Full mineral resource details can be found in the NI 43-101 compliant technical report entitled “Preliminary Economic Assessment of the Re-scoped Shymanivske Iron Ore Deposit” effective November 21, 2017 (the “PEA”) under the Company’s profile on SEDAR at www.sedar.com. The Shymanivske project is surrounded by five other operating mines, including ArcelorMittal’s iron ore complex. Please visit the Company’s website at www.blackiron.com for more information.
The technical and scientific contents of this press release have been prepared under the supervision of and have been reviewed and approved by Matt Simpson, P.Eng, CEO of Black Iron, who is a Qualified Person as defined by NI 43-101.
For more information, please contact:
Chief Executive Officer
Black Iron Inc.
Tel: +1 (416) 309-2138
This press release contains forward-looking information. Forward-looking information is based on what management believes to be reasonable assumptions, opinions and estimates of the date such statements are made based on information available to them at that time. Forward-looking information may include, but is not limited to, statements with respect to the Company’s ability to develop the Shymanivske project, the repayment of the Convertible Security, the mineralization of the Shymanivske project, the Company’s ability to raise adequate capital, the Company’s ability to secure the requisite land rights and the Company’s future plans. Generally, forward looking information can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking information, including but not limited to: general business, economic, competitive, geopolitical and social uncertainties; the actual results of current exploration activities; other risks of the mining industry and the risks described in the annual information form of the Company. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward looking information. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws. The Company notes that mineral resources that are not mineral reserves do not have demonstrated economic viability.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.