Glencore Loan Facility Closed and Offtakes Executed
Released
Released
Announcement PDF
ASX ANNOUNCEMENT
30 September 2024
GLENCORE LOAN FACILITY CLOSED, OFFTAKES EXECUTED
Cyprium Metals Limited (ASX: CYM) (Cyprium or the Company) is pleased to announce closing
of the Senior Secured Loan Facility with Glencore International AG and its affiliates (Glencore) and
execution of offtake agreements for copper products in line with previous announcements on 30
August 2024 – $40m Senior Secured Loan Facility with Glencore, and 26 July 2024 – Cyprium and
Glencore Announce Commercial Strategic Partnership.
“This is an important moment,” said Cyprium Executive Chair Matt Fifield. “This closing cements
our strategic commercial partnership with Glencore, enables additional investment in the restart
planning for our flagship asset, and extends the maturity of our senior secured debt to October
2028. Strategically, our offtake agreements give Cyprium access to Glencore’s downstream
processing assets in Mt. Isa and Townsville, Queensland,” said Fifield. “This upstream-downstream
integration allows us to jointly offer copper consumers a copper product produced and refined
wholly within Australia – ensuring the best in provenance and security of supply.”
Highlights include:
•
Funds advanced under the new Senior Secured Loan Facility of USD 27,300,000
maturing in October 2028 will be used for:
o
Repayment of Cyprium’s prior senior secured loan, and
o
Working capital to advance Nifty early works, fund feasibility studies and
general corporate purposes;
•
Execution of copper cathode and copper concentrate offtake agreements (the
Offtake Agreements) as previously disclosed; and
•
Cyprium retains ability to sell up to 30% direct ownership interests in Nifty copper
complex
In finalising the documentation of the previously announced binding term sheets, two changes were
made by mutual agreement. First, the currency of the senior loan facility was changed from
Australian dollars to US dollars – the final facility amount is USD 27.3 million. Second, Cyprium has
retained the ability to sell a minority ownership interest in the Nifty copper complex (Nifty) and to
offer proportionate physical offtake to an incoming joint venture party, subject to certain limitations
and timelines.
“We are pleased to help accelerate Cyprium’s development plans through commercial partnership
and financial support,” said Jyothish George, Glencore’s head of copper marketing. “By supporting
our local and regional miners as they bring critical minerals and metals to market, we are helping
maintain a vibrant Australian copper production base.”
ABN 48 002 678 640
T +61 8 6374 1550
ASX: CYM
Level 1, 437 Roberts Road
Subiaco, WA, 6008
www.cypriummetals.com
Loan Facility Closed, Permitted Project Sell Down to Fund Restart Capex
The senior secured loan facility has closed and drawdown has completed. Proceeds from the
drawdown were used retire the Company’s prior senior secured loan, and additional drawn funds
will be directed towards early site works at the Nifty copper complex, support of feasibility studies,
and general corporate purposes.
Material terms can be seen in the following Annexure A – Material Terms of Senior Secured Loan
Facility. Significant changes to the terms as described in the Company’s announcement of 30
August 2024 are as follows:
•
The base currency of the loan was changed by mutual agreement from Australian dollars
to US dollars. The final loan facility amount is USD 27,300,000.
•
Cyprium has retained a carve out in the loan facility and offtake agreements to enable the
sale of up to 30% of its interests in the Nifty copper complex to copper consumers and/or
financial investors. Cyprium has the ability to offer such minority investors pro rata physical
offtake with purchased ownership, subject to certain terms and conditions. Proceeds from
such a sale would be used to accelerate production from the Nifty copper complex.
“I’m pleased to state that our new loan facility and offtake agreements will enable Cyprium to offer
proportionate offtake and direct mine ownership to discerning copper consumers and long-term
investors for up to thirty percent (30%) of Nifty’s production, subject to certain terms and
conditions,” said Fifield.
“This is an important funding tool that Cyprium expects to use to accelerate concentrate production
at Nifty,” said Fifield. “Copper consumers correctly identify our Nifty brownfield copper complex
as being among a small group of copper mines that can come online at scale in the near-term. We
already have had discussions with copper consumers who have expressed interest in vertically
integrating into the Nifty copper complex. This is not surprising – copper is the ultimate critical
mineral, and the current market outlook shows new demand for copper outstripping visible new
supply. Forward-thinking copper consumers are investing in new sources of supply and have
expressed interested in an end-to-end Australian provenance that we can now offer.”
“Given the long-term importance of asset level participation to Cyprium’s funding plans, I am
pleased that we have aligned with our partner Glencore on this as we finalised important
commercial terms between us,” said Fifield. “Despite building this into our agreements, we don’t
expect an asset level sell-down to come into play for some time. Right now, we remain focused on
building strong forward plans based on solid foundations. We’re deep into the work around a prefeasibility study and expect this to conclude before the end of the year. Early next year our eyes
will turn towards execution planning on concentrate production – that’s the right time and
sequencing to consider bringing in a copper consumer as a co-sponsor.”
Execution of Offtake Agreements
Per previous Company announcements of 26 July 2024 and 30 August 2024, all previously
negotiated offtake agreements were executed simultaneously with the closing of the senior loan
facility was executed. The material terms that are able to be disclosed follow in Annexure B –
Material Terms of Copper Cathode Offtake Agreement and Annexure C – Material Terms of
Copper Concentrate Offtake Agreement.
Cyprium Metals (ASX:CYM)
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“In closing, we are pleased to continue to deliver positive outcomes for our shareholders,” said
Fifield. “We have a great opportunity to bring a significant brownfield copper asset into
production quickly, safely, and in a phased approach. As a company, we are gaining momentum.
We are moving quickly through our legacy issues. We are attracting top talent and establishing
strong core partnerships like the one we have finalised today with Glencore. Soon, our plans will
be at the point of execution, and we will bring long-term jobs to Western Australia, copper
concentrates to Queensland’s Northwest Mineral Province, and be able to provide copper
consumers with a secure and stable supply of copper with an uncompromisingly world-class
provenance – Australia.”
This ASX announcement was approved and authorised by the Board.
Further information:
Matt Fifield
Manu Trivedi
Executive Chair
Chief Financial Officer, Interim
matt.fifield@cypriummetals.com
manu.trivedi@cypriummetals.com
T +61 8 6374 1550
E communications@cypriummetals.com
About Cyprium Metals Limited
Cyprium Metals Limited (ASX: CYM) is an ASX-listed Australian copper company. Its flagship property
is the Nifty Copper Mine in Western Australia, which previously produced significant copper from both
oxide and sulphide resources. Cyprium is focused on redeveloping Nifty, which has the advantage of
significant invested capital, data from a long operating history, large-scale resources, current operational
approvals, and recent investment in the property.
The Company’s other assets include significant copper-focused properties in the Paterson and
Murchison Provinces, including multiple defined resources.
Visit www.cypriummetals.com for further information.
Cyprium Metals (ASX:CYM)
Page 3
Annexure A – Material Terms of Senior Secured Loan Facility
The material terms of the Loan Facility are as follows:
Facility
USD 27,300,000 senior secured loan facility
Approved
Purposes
Pay down of all existing secured indebtedness as well general corporate purposes
including specifically advancing studies and early works for the New Surface Mine
at the Nifty Copper Mine.
Interest rate
3M Term SOFR + a market-based fixed margin for the Term of the Facility, interest
paid quarterly
Term
4 years following the first drawdown
Security
First fixed and floating over all assets (including shares of any relevant affiliates or
subsidiaries), subject to certain Carve Outs
Maturity
27 September 2028
Repayment
To commence following the Repayment Holiday, via quarterly instalments of USD
3.5 million, with all final balances due on Maturity
Repayment
Holiday
24 months following first drawdown
Carve Outs
The facility permits certain carve outs including: sale of up to 30% of Nifty project
to a third party, sale of royalty on production not currently subject to third party
royalties, sale of surplus assets, all such carve outs subject to certain terms,
conditions and limits
Additional
Funding
The Company will raise a minimum of A$20 million via new equity, option and
warrant exercise, and royalty and asset sales before 31 December 2024.
The Loan Facility contains other terms and conditions that are customary for an agreement of this
nature.
Cyprium Metals (ASX:CYM)
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Annexure B – Material Terms of Copper Cathode Offtake Agreement
The material terms of the Copper Cathode Offtake Agreement are as follows:
Buyer
Glencore International AG
Term
Ten (10) years, extendable by mutual consent
Material
One hundred percent (100%) of available copper cathode produced from Nifty
tenements subject to Carve Out
Price, Terms
Market-based terms
Carve Out
Up to thirty percent (30%) of Material may be made available to certain parties
with Glencore approval, subject to certain terms and conditions
The Copper Cathode Offtake Agreement contains other terms and conditions that are customary for
an agreement of this nature.
Annexure C – Material Terms of Copper Concentrate Offtake Agreement
The material terms of the Copper Concentrate Offtake Agreement are as follows:
Buyer
Glencore International AG
Term
Ten (10) years, extendable by mutual consent
Material
One hundred percent (100%) of available copper concentrate produced from Nifty
tenements and/or processed at Nifty subject to Carve Out
Price, Terms
Market-based terms
Carve Out
Up to thirty percent of Material may be made available to certain parties with
Glencore approval, subject to certain terms and conditions
The Copper Concentrate Offtake Agreement contains other terms and conditions that are customary
for an agreement of this nature.
Cyprium Metals (ASX:CYM)
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