In connection with the Convertible Loan, RCF V will receive an establishment fee equal to 5% of the value of the Convertible Loan, which amount will be satisfied through the issuance of common shares in the capital of Forbes Coal ("Common Shares"), at a price of
The Facility will bear interest at a rate of 12% per annum, payable monthly. Interest payment obligations under the Facility will be satisfied through the issuance of Common Shares valued at the 20-day volume-weighted average trading price of the Common Shares on the
As a condition of entering into the Facility, Forbes Coal also restructured its existing senior debt facilities with
The issuance of Common Shares to RCF V upon conversion of the Facility (the "ConversionShares"), in satisfaction of interest obligations under the Convertible Loan and the Refinancing (the "Interest Payment Shares"), and in satisfaction of the establishment fee payable in connection with the Convertible Loan (the "Fee Shares"), as well as the issuance of the Warrants to Investec, were approved by shareholders of Forbes Coal at an annual and special meeting held on
Immediately prior to closing the Facility, RCF V owned and controlled 12,568,684 Common Shares representing approximately 31.4% of the issued and outstanding Common Shares. Assuming the issuance of all Fee Shares, Interest Payment Shares and Conversion Shares that RCF V may become entitled to, RCF V would own and control 360,450,588 Common Shares, representing approximately 92.77% of the outstanding Common Shares.1 In addition, assuming the acquisition of the Warrants from Investec and the exercise thereof, RCF V would own and control 395,267,822 Common Shares, representing approximately 93.4% of the outstanding Common Shares.
Due to fluctuations in the market price of the Common Shares, the aggregate number of Common Shares issuable to RCF V under the Facility is subject to change. For further information, see "RCF Holdings After Share Issuances" in Forbes Coal's Amended Management Information Circular dated
The securities were acquired for investment purposes. RCF V will evaluate its investment in Forbes Coal from time to time and may, based on such evaluation of market conditions and other circumstances increase or decrease its shareholding in Forbes Coal.
1These figures assume the following: (i) The Bridge Loan is outstanding from