Thomson Resources (ASX: TMZ) and Lind Global Fund II, LP have agreed to enter into a monthly Share Purchase Agreement for an initial term of one year.
Under the Agreement, the company can draw down monthly tranches aggregating no more than A$3,500,000 over the 12 months term, which term can be extended for a further 12 months at Thomson’s election.
The first tranche under the Agreement is for a net amount of A$288,000 (after deduction of establishment and tranche fees payable to Lind of $112,000).
The company anticipates receiving the funds for the first tranche within five Business Days.
The funding under the Agreement is for working capital purposes.
Details of the Monthly Share Purchase Agreement
The key terms of the Agreement are as set out below:
• Term: 12 months (Thomson has an option to renew for a further 12 months after the initial term)
• Maxim Aggregate Amount of Tranches In Initial Term: A$3,500,000
• Monthly Tranches: determined as follows:
o Upon execution of the agreement, Lind will provide the first tranche in the amount of A$400,000.
o Thereafter, Lind will purchase Shares from the company on a monthly basis in the amount of A$100,000 per monthly tranche.
o In the company’s sole discretion, it can reduce monthly tranches down to as low as A$25,000 per month.
o Upon mutual consent, the company and Lind may increase the amount of each tranche up to A$300,000.
Lind will fund each monthly tranche at the beginning of the month and the company will issue the Shares to Lind at the end of the month at the Purchase Price.
• Purchase Price: the lesser of: (i) A$0.03 (Price A); and (ii) 90% of the average of the five lowest daily VWAPs during the 20 trading days prior to the Issuance Date (Price B) subject to a floor price of A$0.018 (Floor Price). Where Price B is less than the Floor Price, the Company may refuse to issue that month’s Shares, provided that the company then repays the amount that the Investor has paid for that month’s Shares, with a 5% premium. The company will be able to terminate the Agreement at no cost, at any time, if the Purchase Price is less than the Floor Price.
• Dilution Provision: Lind will not hold more than 19.99% of the company’s shares at any one time. No Tranche will exceed 0.6% of the company’s market capitalisation, except where the Tranche has been increased as per “Monthly Tranches” above.
• Company’s Option To Pause: After a minimum of an aggregate of A$700,000 of Monthly Tranches have occurred, the company will have the right to pause Monthly Tranches for up to three months, once every 12 months.
• Company’s Option To Terminate: The company will be able to terminate the Agreement:
o At no cost at any time after a minimum of an aggregate of A$700,000 of Monthly
Tranches have occurred
o At no cost at any time, if Purchase Price is less than the Floor Price.
o At any other time, with a AU$25,000 cancellation fee.
For further information please visit: https://www.thomsonresources.com.au/
