TORONTO, ONTARIO -- (Marketwire) -- 01/15/13 -- Feronia Inc. ("Feronia" or the "Company") (TSX VENTURE: FRN) is pleased to announce that it has completed the first tranche (the "First Tranche") of its previously announced financing led by the African Agriculture Fund ("AAF") managed by Phatisa Fund Managers Limited ("Phatisa"). All amounts in this release are expressed in Canadian dollars unless otherwise indicated.
AAF, through its subsidiary Golden Oil Holdings Limited, has acquired 42,028,000 common shares in the First Tranche at a purchase price of $0.12 per share for an aggregate purchase price of $5,043,360. Following completion of the First Tranche, AAF indirectly holds 19.9% of the Company's issued and outstanding common shares. The common shares issued in the First Tranche are subject to a statutory hold period expiring on May 15, 2013.
The Company has appointed two AAF-nominees, Mr. David White and Mr. Anders Einarsson, to the Company's Board of Directors subject to the approval of the TSX Venture Exchange (the "TSXV"). One or both of such nominees will also act on the various committees of the Board. Mr. White is a graduate in Economics and Business, and has extensive experience of Africa, having lived and worked in Nigeria during the early stages of his banking career. He is currently also Chairman of a palm oil company in Sierra Leone and a member of the Investment Committee of AAF. Mr. Einarsson is a graduate in Business and has spent his career in corporate finance and investment activities in emerging markets. Mr. Einarsson is a Deal Partner at Phatisa.
In the second tranche of the financing, the Company is proposing to issue up to 82,500,000 common shares to AAF's subsidiary Golden Oil Holdings Limited and other qualifying investors on a private placement basis at a price of $0.12 per share for gross proceeds of up to $9.9 million. AAF has agreed to purchase 46,009,000 common shares in the second tranche or such number of common shares which will result in AAF indirectly holding at least 30.0% of the issued and outstanding common shares following completion of both tranches. If the second tranche is fully subscribed, the Company will have issued an aggregate of 124,528,000 common shares pursuant to the financing for aggregate gross proceeds of approximately $14.9 million.
Completion of the investment by AAF in the second tranche is subject to various terms and conditions as set out in the subscription agreement entered into between the Company and Golden Oil Holdings Limited, including TSXV approval and shareholder approval. The second tranche is expected to close following a meeting of the Company's shareholders scheduled to take place on February 21, 2013.
The AAF is a leading pan-African agriculture and food private equity fund that is managed by Phatisa, an Africa-based private equity investment management firm. The AAF includes among its limited partner investors a number of European development finance institutions ("DFIs") such as the Agence Francaise de Developpement (AFD), the Spanish Agency for International Development Cooperation (AECID), and Promotion et Participation pour la Cooperation Economique (Proparco); a number of African DFIs such as the African Development Bank (AfDB), the Development Bank of Southern Africa (DBSA), the West African Development Bank (BOAD) and the ECOWAS Bank of Investment and Development (EBID); and other private European and USA investors.
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