Besra Reduces Its Fully Diluted Share Capital by Over Thirty-Six Million Shares
Olympus Pacific Minerals Inc. OYM
11/21/2012 3:26:50 PM
Besra Reduces Its Fully Diluted Share Capital by Over Thirty-Six Million Shares

TORONTO, ONTARIO--(Marketwire - Nov. 21, 2012) - Besra Gold Inc. (TSX:OYM)(ASX:OYM) ("Besra" or the "Company") (Note - Ticker Symbol: BEZ, effective Friday November 23, 2012) announced today the closing of its offer to amend its existing convertible and gold loan notes. The solicitation for consents to the Note Holders has been completed regarding the proposed amendments to:

(1) 8% Senior Secured Redeemable Gold Delivery Promissory Notes due May 31, 2013, (Gold Loan Notes),
   
(2) 9% Unsecured Convertible Redeemable Notes due March 26, 2014, (2014 Notes), and the
   
(3) 8% Unsecured Convertible Redeemable Notes due May 6, 2015, (2015 Notes).

Following the consent solicitation process, 41%, 40% and 90% of the outstanding principal amount of the Gold Loan Notes, 2014 Notes, and 2015 Notes, respectively, were amended into 8% Gold-Linked Notes due May 6, 2015.

Purpose of the Proposed Amendments

Holders of Gold Loan Notes who consented received notes that were amended to:

  • Cancel the obligation of the Company to make further gold deposits;
     
  • Increase the principal amount of the note to reflect the value accrued under the Gold Loan Notes at the rate of US$1,750 per ounce of gold to be delivered up to maturity pursuant to the terms of the Gold Loan Note;
     
  • Entitle the holder to receive at maturity a price calculated so as to provide the holder with the benefit of 70% of the increase in the price of gold between the US$1,750 per ounce reference price and the price of gold at maturity in May 2015, subject to a minimum guaranteed maturity gold price of US$1,850 per ounce (the "Gold Price Participation Arrangement");
     
  • Provide the holder with a right to redeem their notes on May 31, 2013 and to receive that number of ounces of gold that note holder would have been entitled to had their note not been amended (or the cash equivalent thereof);
     
  • Extend the maturity date to May 6, 2015
     

Holders of 2014 Notes who consented received notes that were amended to:

  • Eliminate the right of the Holder to convert the Notes into common shares;
     
  • Entitle the holder to the Gold Price Participation Arrangement;
     
  • Reduce the interest rate payable to 8% per annum;
     
  • Extend the maturity date to May 6, 2015.
     

Holders of 2015 Notes who consented received notes that were amended to:

  • Eliminate the right of the Holder to convert the Notes into common shares;
     
  • Entitle the holder to the Gold Price Participation Arrangement.
     

The full details of the amendments to the Gold Loan Notes, the 2014 Notes, and the 2015 Notes are described in the Consent Solicitation Statement that was delivered to note holders and filed as a material document under the Company's profile at www.sedar.com on November 8, 2012.

John Seton, CEO said he was extremely pleased with the high acceptance of the amended offer. The success of the offer fulfills the Company's objective to reduce potential dilution to shareholders and to simplify its share capital. The fully diluted capital of the Company resulting from the acceptance of the amended offer has been reduced by over thirty-six million shares and reflects Besra's desire to add value to shareholders on a per share basis.

Euro Pacific Capital, the investor representative earned corporate finance fees of approximately US$425,000, equal to 2% of the principal amount of the notes that were amended.

Besra is a diversified gold production and exploration company with four core assets; the properties are located in East Malaysia, Vietnam, and the Philippines. The Company produces gold and operating cash from its two underground mines in central Vietnam. The Bau Gold Field is currently in full feasibility at Jugan Hill and has an established N1 43-101/JORC resource that's expected to increase in the fourth quarter 2012 resulting from the Company's current drilling program. The Company has an early stage exploration project at Capcapo in the northern Philippines.

Besra Gold Inc.

John A.G. Seton, Chief Executive Officer