FERONIA INC. ANNOUNCES US$17.5 MILLION PRIVATE PLACEMENT OF COMMON SHARES
NOT FOR DISTRIBUTION IN THE UNITED STATES OR OVER UNITED STATES WIRE SERVICES
TORONTO, ONTARIO – September 25, 2017: Feronia Inc. (“Feronia” or the “Company”) (TSXV: FRN) is pleased to announce that it has entered into a subscription agreement for the private placement (the “Private Placement”) of US$17.5 million of common shares in the capital of the Company (“Common Shares”) with Straight KKM 2 Limited ("KKM"). KKM is a newly formed entity which is owned by a consortium consisting of a number of funds managed by Kuramo Capital Management, LLC (“Kuramo”), as well as Kalaa Mpinga, a successful Congolese entrepreneur, though his holding company Mafuta Investment Holding Limited.
Proceeds from the Private Placement shall be used for working capital purposes and to provide expansion capital for the Company’s palm oil business in the Democratic Republic of the Congo.
Mr. Frank Braeken, Chairman of Feronia, commented: “As a leading investor in sub-Saharan Africa, Kuramo is focused on capturing the tremendous growth opportunity the region has to offer. Kuramo’s investment in Feronia, together with the involvement of Kalaa Mpinga, brings considerable expertise and experience to the Company, highlights the operational and commercial progress we are making and underlines the opportunities which lay before us.”
Mr. Walé F. Adeosun, Founder and Chief Investment Officer of Kuramo Capital Management commented: “We are looking forward to working with the existing shareholders and management of Feronia to build a great agri-business in Africa; we particularly appreciate the opportunity of working, once again, with CDC Group with which we have had previous co-investments. CDC Group’s approach to investing in Africa in order to create jobs and make a lasting difference to people's lives supports our view on how to build long-term value for investors.”
Mr. Kalaa Mpinga, Founder and Chief Investment Officer of Mafuta Investment Holding Limited commented: “We hope that this investment draws attention within the local and international community as to the great potential of the DRC and, in particular, its agricultural sector. Feronia is playing a leading role in helping the DRC regain self-sufficiency in the supply of palm oil to its vast and rapidly growing population of over 80 million people, thereby replicating the success of many other African countries which have revitalized their palm oil industries."
Closing of the Private Placement is conditional upon certain conditions precedent, including clearing personal information forms with the TSXV for certain principals related to KKM. Pursuant to the Private Placement, KKM is to be granted certain investor rights including the right to nominate up to three directors to the board of directors of the Company. Based on a fixed exchange rate of Cdn.$1.253 per US$1.00, the Company shall issue 121,819,444 Common Shares pursuant to the Private Placement at a price of Cdn.$0.18 per Common Share.
The Company anticipates closing the Private Placement by the end of October 2017. Two of the funds managed by Kuramo have provided the Company with a unsecured term loan facility (the “Loan Facility”) for up to US$4,000,000 for the period during which the parties work through the closing conditions of the Private Placement. Funds provided to the Company through the Loan Facility shall be treated as an advance by the lenders on behalf of KKM for its subscription for Common Shares pursuant to the Private Placement.
As KKM will become a control person of the Company, pursuant to the rules of the TSXV, the Company has obtained the written approval of its two largest shareholders for the Private Placement. The Private Placement is subject to the approval of the TSXV and the Common Shares issued pursuant to the Private Placement are subject to a four month statutory hold period.
For further information please contact:
Xavier de Carniere
Chief Executive Officer, Feronia Inc.
+44 (0)7468 697 658
Director of Communications and Corporate Development, Feronia Inc.
+44 (0)7554 521421
About Feronia Inc.
- Feronia is an agribusiness operating in the Democratic Republic of the Congo (DRC).
- At the heart of Feronia lies a long established palm oil business, Plantations et Huileries du Congo (PHC), which has three remotely located plantations; Lokutu, Yaligimba and Boteka.
- When Feronia acquired its palm oil business from Unilever in 2009, it had suffered from years of underinvestment and considerable disruption caused by conflict in the DRC. Our initial focus has been on rebuilding the business and resuming production to secure its future and the livelihoods of our employees.
- Feronia’s plantations produce crude palm oil (CPO) and palm kernel oil (PKO). CPO is part of the staple and traditional diet of the Congolese and, with our products sold locally in the DRC, we are well placed to help decrease reliance on imports and increase food security and quality.
- Feronia prides itself on being the guardian of our 106 year-old palm oil business and its employees, communities, and environment. We have a long term commitment to improve the living and working environment of our employees and their communities and are committed to sustainable agriculture, environmental protection and community inclusion. Feronia has in place an Environmental and Social Action Plan which is focused on implementing environmental and social best practice and improving social infrastructure.
- Feronia is working towards certification by the Roundtable for Sustainable Palm Oil (RSPO) and is implementing IFC/World Bank standards for environmental and social sustainability. Our oil palm replanting programme is brownfield in nature – replacing old palms with new – and it has no reliance on deforestation.
- Feronia’s management team has extensive experience in managing both plantations and farming operations in emerging markets.
- For more information please see www.feronia.com
Except for statements of historical fact contained herein, the information in this press release constitutes “forward-looking information” within the meaning of Canadian securities law. Such forward-looking information may be identified by words such as “anticipates”, “plans”, “proposes”, “estimates”, “intends”, “expects”, “believes”, “may” and “will”. There can be no assurance that such statements will prove to be accurate; actual results and future events could differ materially from such statements. Factors that could cause actual results to differ materially include, among others: risks related to foreign operations (including various political, economic and other risks and uncertainties), the interpretation and implementation of the “Loi Portant Principes Fondamentaux Relatifs A L’Agriculture”, termination or non-renewal of concession rights or expropriation of property rights, political instability and bureaucracy, limited operating history, lack of profitability, lack of infrastructure in the DRC, high inflation rates, limited availability of debt financing in the DRC, fluctuations in currency exchange rates, competition from other businesses, reliance on various factors (including local labour, importation of machinery and other key items and business relationships), the Company’s reliance on one major customer, lower productivity at the Company’s plantations and arable farming operations, risks related to the agricultural industry (including adverse weather conditions, shifting weather patterns, and crop failure due to infestations), a shift in commodity trends and demands, vulnerability to fluctuations in the world market, the lack of availability of qualified management personnel and stock market volatility. Details of the risk factors relating to Feronia and its business are discussed under the heading “Risks and Uncertainties” in Feronia’s Management’s discussion and Analysis for the year ended December 31, 2016, a copy of which is available on the Company’s SEDAR profile at www.sedar.com. Most of these factors are outside the control of the Company. Investors are cautioned not to put undue reliance on forward-looking information. Except as otherwise required by applicable securities statutes or regulation, the Company expressly disclaims any intent or obligation to update publicly forward-looking information, whether as a result of new information, future events or otherwise.
Neither the TSX Venture Exchange nor its regulation services provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.