TORONTO, ONTARIO — (Marketwire) — 12/10/12 — African Agriculture Fund, L.L.C. (“AAF”) announces that it will acquire, through its wholly owned Mauritius special purpose vehicle subsidiary, indirect ownership of 42,028,000 common shares in the capital of Feronia Inc. (“Feronia”) pursuant to the first tranche (the “First Tranche”) of a private placement offering at an average price of CAD$0.12 per common share, representing 19.9% of the total number of common shares in the capital of Feronia. As a result, upon completion of the acquisition, AAF’s total common share holdings in Feronia will amount to 42,028,000 or 19.9% of the total number of common shares issued and outstanding in the capital of Feronia.
AAF has also agreed to purchase additional common shares of Feronia pursuant to a second tranche (the “Second Tranche”) of the private placement (the “Second Closing Acquisition”). The Second Closing Acquisition by AAF is conditional upon, amongst other things Feronia obtaining shareholder approval of the Second Tranche. In the Second Tranche, Feronia is proposing to issue an aggregate of up to 82,500,000 common shares (the “Offering”) at a price of $0.12 per common share with AAF agreeing to purchase up to the greater of (i) such number of common shares that will result in AFF owning not less than 30.0% of the issued and outstanding number of common shares in the capital of Feronia after taking into account the First Tranche and the Offering or (ii) 46,009,000 common shares. AAF shall not be required to pay more than $5,521,080 in connection with its subscription to the Second Tranche.
AAF will hold the common shares for investment purposes and AAF may, depending on market and other conditions, increase or decrease its beneficial ownership or control of the common shares or other securities of Feronia whether through market transactions, private agreements, treasury issuances, exercise of convertible securities or otherwise.
The issuance of this news release is not an admission that an entity named in the news release owns or controls any described securities or is a joint actor with another named entity.