DRAWDOWN OF GUARANTEE FACILITY
Released
Released
Announcement PDF
30 June 2025
ASX/MEDIA RELEASE
DRAWDOWN OF GUARANTEE FACILITY
Further to its announcement on 4 June 2025 (Prior Announcement), Aeris Resources Limited
(ASX: AIS) (Aeris or the Company) is pleased to advise that all conditions precedent to the
$60 million Guarantee Facility with Washington H. Soul Pattinson (WHSP) have been satisfied
and drawdown has been completed. The Guarantee Facility was established in tandem
with an extension of the $50 million Term Facility with WHSP (currently drawn to $40 million).
Drawdown of the Guarantee Facility releases ~$10 million of restricted cash held against
the previous ANZ guarantee facility.
Prior to drawdown, both the Guarantee Facility and the Term Facility (together, the
Facilities), were assigned to WHSP’s wholly owned subsidiary, Soul Patts Asset Management
Pty Ltd (SPAM). The commercial terms of the Guarantee Facility as outlined in the
Company’s ASX announcement of 8 May 2025 remain unchanged and WHSP continues to
be the sole holder of the security granted in relation to the Facilities under a parallel debt
arrangement with SPAM. No new security interest has been granted in favour of SPAM.
The grant of security to WHSP (Security Interest) has been undertaken pursuant to waivers
of ASX Listing Rule 10.1 granted by ASX in relation to the Term Facility (as announced on 2
August 2023) and in relation to the Guarantee Facility (as announced in the Prior
Announcement and repeated in Appendix A of this announcement) (ASX Waiver).
Notwithstanding the restructure of the Facilities the reasons for the Company choosing
WHSP (and its subsidiary) for the Facilities remain as set out in Appendix A of the Prior
Announcement and the Security Interest continues to comply with the conditions of the ASX
Waiver as set out in the Prior Announcement, and the Security Interest documentation
contains conditions which satisfy all of the conditions of the ASX Waiver.
This announcement is authorised for lodgement by:
Andre Labuschagne
Executive Chairman
ENDS
For further information, please contact:
Andre Labuschagne
Executive Chairman
Tel: +61 7 3034 6200
Stefan Edelman
General Manager – Corporate Development
investorrelations@aerisresources.com.au
or visit our website at www.aerisresources.com.au
Aeris Resources Limited ABN 30 147 131 977
Level 6, 120 Edward Street, Brisbane, 4000
E: info@aerisresources.com.au T: +61 7 3034 6200 F: +61 7 3034 6290
aerisresources.com.au
ABN 30 147 131 977
ABN 30 147 131 | Page1 977
About Aeris
Aeris Resources is a mid-tier base and precious metals producer. Its copper dominant portfolio
comprises two operating assets, a mine on care and maintenance, a long-life development project
and a highly prospective exploration portfolio.
Aeris has a strong pipeline of organic growth projects, an aggressive exploration program and
continues to investigate strategic merger and acquisition opportunities. The Company’s experienced
board and management team bring significant corporate and technical expertise to a lean
operating model. Aeris is committed to building strong partnerships with its key community,
investment and workforce stakeholders.
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APPENDIX – ASX Waiver (announced 4 June 2025)
The grant of security to secure the Company’s obligations under the new Guarantee Facility
(together with the extended Term Facility) is regarded as a ‘disposal’ of those assets by the
Company to WHSP (as a 30%+ shareholder of the Company, WHSP is considered a ‘person
in a position of influence’ or a ’10.1 party’ under the Listing Rules). As the value of the assets
the subject of the security exceeds 5% of the equity interests of the Company, the granting
of security in support of the new Guarantee Facility requires shareholder approval under
Listing Rule 10.1.
ASX previously granted the Company a waiver from the operation of Listing Rule 10.1 in
relation to the grant of the second ranking security for the Term Facility as outlined in the
Company’s ASX announcement of 2 August 2023 – “Corporate Update and FY24
Guidance”.
Based solely on the information provided, the ASX has now granted the Company a waiver
of Listing Rule 10.1 to the extent necessary to permit the Company to extend the existing
security over all of the assets of the Company (Security Interest) in favour of WHSP to secure
the Company’s obligations under the new Guarantee Facility without obtaining
shareholder approval, on the following conditions:
the Company releases an announcement to the market that provides:
o
the material terms of the transaction and of the waiver from Listing Rule 10.1;
o
a description of the reasons why the Company has chosen to obtain the
financial accommodation from WHSP, rather than a lender that is not a 10.1
party and the steps the board of the Company has taken to satisfy itself that
the transaction is being entered into on arm’s length terms and is fair and
reasonable from the perspective of the holders of the Company’s ordinary
securities;
the Security Interest documents expressly provide that:
o
the Security Interest is limited to the funds due under the financial
accommodation;
o
the Security Interest will be discharged when the funds due under the
financial accommodation have been repaid in full;
o
in the event the Security Interest is enforced, the assets can only be disposed
of to WHSP or an associate of WHSP if the disposal is first approved by the
Company’s security holders under Listing Rule 10.1; and
o
otherwise, if the holder of the Security Interest exercises, or appoints a
receiver, receiver and manager or analogous person to exercise any power
of sale under the security, the assets must be sold to an unrelated third party
on arm’s length commercial terms and the net proceeds of sale distributed
to WHSP in accordance with their legal entitlements;
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any variation to the terms of the financial accommodation or the Security Interest
which:
o
advantages WHSP in a material respect;
o
disadvantages the Company in a material respect; or
o
is inconsistent with the terms of the waiver,
must be subject to security holder approval under Listing Rule 10.1; and
for each year while they remain on foot, a summary of the material terms of the
financial accommodation and the Security Interest is included in the related party
disclosures in the Company’s audited annual accounts.
In granting the waiver, ASX has considered Listing Rule 10.1 only and makes no statement
as to the Company’s compliance with other Listing Rules.
The Companies reasons for choosing WHSP for the Existing Facility were disclosed in its ASX
announcement of 2 August 2023 – “Corporate Update and FY24 Guidance”. As identified
in its ASX announcement of 8 May 2025, the Company has chosen to obtain the new
Guarantee Facility from WHSP (as opposed to a third-party lender) following a competitive
process undertaken through its financial advisor, which resulted in the Company attracting
binding term sheets from third party financiers. In this context, WHSP provided its own
independent financing proposal for consideration by the independent members of the
Board. The independent members of the Board determined the WHSP proposal to be the
more commercially acceptable terms, with the key attractions being the three-year term
of the new Guarantee Facility, competitive rates and no mandatory hedging. All other
competing providers required mandatory hedging of approximately 50% of copper and
gold production over the life of the facility. In addition, WHSP, as a current substantial
shareholder in the Company, has a pre-existing and significant interest in, and
understanding of, the Company when compared to a new third-party financier.
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