_ SUNDANCE RAISES A$40 MILLION WITH NEW INVESTOR Sundance...

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SUNDANCE RAISES A$40 MILLION WITH
NEW INVESTOR
Sundance Resources Limited (“Sundance” or “Company”) (ASX: SDL) is pleased to announce that global resources investor Gennadiy Bogolyubov has agreed to invest A$40 million into the Company through a subscription for convertible notes and options.
Mr Bogolyubov, who will make the investment through his vehicle Wafin Limited (“Wafin”), will take up convertible notes with a conversion price of 10 cents per share, representing a 20.5% premium to the current Sundance share price.
Wafin is a Jersey based investment holding company that is beneficially owned by Mr Bogolyubov. Mr Bogolyubov is a strategic investor with a broad range of private industrial business interests, including across all parts of the steel and ferroalloys value-chain, which operate throughout the world including Australia, Africa, the Commonwealth of Independent States, Europe and North America.
Mr Bogolyubov is the ultimate beneficial owner of Consolidated Minerals Limited, a major manganese ore producer with operations in Western Australia and Ghana.
The key terms of the agreement with Wafin are as follows:

•   Wafin will invest A$40 million via three-year zero coupon unsecured convertible notes (“Wafin Notes”) with a conversion price of 10 cents, a 19.1% premium to Sundance’s one month VWAP.
•   Wafin will also receive options over 260 million ordinary shares with an exercise price of 12 cents (“Wafin Options”), which expire on the earlier of 60 months from issue, 20 business days after the project’s Financial Close or a Change of Control Event (as defined in Annexure A) (“Options”). 50 million of these Options are not subject to Shareholder approval (“Tranche 1 Options”) but 210 million of these Options are subject to shareholder approval (“Tranche 2 Options”).
•   If not converted into Sundance shares, the Wafin Notes are redeemable at maturity for 130% of face value.
•   Wafin will have the right to appoint a representative to the Company’s Board if its total shareholding in Sundance exceeds 12.5% of Sundance's total issued share capital. Wafin will also have certain anti-dilution rights, including a right of first refusal and (subject to an ASX waiver) a top-up right where the right of first refusal does not apply.
  Annexure A to this Announcement sets out the key terms of the new Wafin Notes, Tranche 1 Options and Tranche 2 Options.

Level 3, 24 Outram Street West Perth WA 6005 PO Box 497, West Perth WA 6872 Tel: +61 8 9220 2300 | Fax: +61 8 9220 2309 Email: [email protected] ABN 19 055 719 394
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Subject to ASX and any other regulatory and shareholder approvals, an investor consortium made up of investment vehicles managed by Blackstone Alternative Solutions, L.L.C., the D.E. Shaw Group and Senrigan Capital (”Investor Consortium”) has also agreed with the Company to replace the existing A$20 million convertible notes held by the Investor Consortium, which mature in November 2015, with new A$22 million two-year convertible notes expiring November 2016 (“Replacement Consortium Notes”). The options issued to the Investor Consortium in November 2013 are proposed to be replaced with new options in the Company (“Replacement Consortium Options”).
Annexure B to this Announcement sets out the key terms of the Replacement Consortium Notes and Replacement Consortium Options.
The Wafin Notes and Tranche 1 Options will be issued under the Company's 15% placement capacity. The issue of the Tranche 2 Options, Replacement Consortium Notes and Replacement Consortium Options is subject to shareholder approval, which is proposed to be sought at the Company’s upcoming Annual General Meeting to be held in November 2014.
Completion of the issue of the above convertible notes and options will be subject to what Sundance considers to be standard completion conditions.
Use of Proceeds
The proceeds to be received by Sundance from the Wafin Notes will be used to progress the debt and equity financing of the Mbalam-Nabeba Project’s (“Project”).
In particular the proceeds will be for the following purposes:

•   To support and oversee Mota-Engil as they mobilise procurement, design and construction teams for the Project.
•   Front End Engineering and Design (FEED) contracts for the mine plant and associated infrastructure.
•   Appointment of independent technical experts to satisfy lenders requirements, which will include upgrading our Environmental Impact Assessment to the latest Equator Three Principles.
•   Negotiation and detailed term sheet documentation of a comprehensive debt and equity funding package for the Project.
•   Continue pre-construction activities in-country.
•   Ongoing corporate working capital.
  Sundance CEO and Managing Director, Giulio Casello said the commitment from both groups was a substantial vote of confidence in the strength of the Company’s Mbalam-Nabeba Iron Ore Project.
  “We are delighted that a global investor with the skills and experience of Mr Bogolyubov has identified Sundance and our Project as having such a strong future,” Mr Casello said.
  “Sundance is a strong strategic fit for Mr Bogolyubov’s portfolio across the ferroalloy chain and complements his group’s existing manganese ore production projects."
  “We are equally pleased to have the ongoing support of Senrigan, DE Shaw and Blackstone, which reaffirms their confidence in the Company and this world-class project.

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“Sundance has achieved a number of significant milestones in the past year, which is reflected in the calibre of the global investors who we have successfully attracted and continue to attract to back this very exciting project.
“A bankable off-take agreement with Noble, the EPC contract for the port and rail with Mota-Engil, the port and rail concessions with the Cameroon Government, and most recently the signing of the Nabeba Convention with the Republic of the Congo, confirms that we are on the path towards development.
“We will continue to drive the project forward, addressing the requirements to prepare the project for financing and construction by issuing contracts for the Front End Engineering Design for the mine plant and associated infrastructure, and upgrading the environmental assessments. All of this sets the foundation for financing and developing our Project.”
Commenting upon the investment in Sundance, Mr Bogolyubov said:
"I am delighted to have been able to make this initial investment in Sundance. I am very impressed with the quality of both the Mbalam-Nabeba Iron Ore Project as well as Sundance's management team - and so the opportunity to support the project's development is very exciting.
“We have had, and continue to have, great experiences operating in Ghana, West Africa, and I am sure that the Republic of Cameroon and the Republic of Congo will be equally fulfilling.
“We aim to use our extensive experience to make a significant contribution to the development of Mbalam-Nabeba and look forward to developing a long-term relationship with Sundance."


Cheers,

Samson