Australia Kunqian International Energy provides a $20 million AUD loan to U&D Mining

Project narrative

In October 2012, U&D Mining Industry (Australia) Pty Ltd — then a joint venture wholly owned by U&D Coal Limited, an Australia-based coal explorer and producer which was jointly owned by Brisbane, Australia-based Australia New Agribusiness & Chemical Group Ltd (New Agri Group) (formerly Daton Group) (49%) and Australia Kunqian International Energy Co., Pty Ltd, a wholly owned subsidiary of Chinese state-owned China Yima Coal Group, (51%) — entered into a scheme implementation agreement (SIA) with Endocoal Limited — an Australia-based coal exploration and development company — to acquire all of its ordinary shares for a consideration of $71 million AUD ($73.6 million USD), or $0.38 AUD ($0.39 USD) per Endocoal share. The acquisition was expected to be completed in March 2013. On or about May 23, 2013, the Sydney Branch of China Construction Bank Corporation (CCB) entered into a $70 million AUD facility (loan) agreement with U&D Mining Industry (Australia) Pty Ltd to support U&D's acquisition of Endocoal Limited. This facility carried a maturity period of one year and a final maturity date of May 28, 2014. This facility carried an interest rate of the 3-month BBSY rate plus a 0.9% margin. This loan is captured by Record ID#93535. Furthermore, as a condition of the debt facility, U&D Coal Limited agreed to list itself on the Australian Securities Exchange (ASX), with the Initial Public Offering (IPO) intended to repay the bank loan; should it have failed to do so, New Agri Group and Kunqian committed to repaying the loan. The acquisition was completed on May 7, 2013. The IPO raised $54.3 million AUD for U&D Coal Limited. U&D was listed on the ASX on February 19, 2014. Shortly thereafter, majority shareholder Kunqian requested that under Section 737 of the Corporations Act for a return of $50,000,000 AUD that it had contributed to the IPO. U&D contested Kunqian's entitlement to claim this and entered into legal proceedings against it. Then, on August 15, 2014, Kunqian and U&D Coal Limited reached a deed of settlement to resolve the matter; U&D would return the $50,000,000 AUD to Kunqian and, in exchange, received a promise to support a selective buyback offer to all other investors that acquired shares under the IPO, and a $20,000,000 AUD loan commitment from Kunqian. Record ID#93545 captures this $20 million AUD loan. The $20,000,000 AUD loan carried a maturity period of three years, a final maturity date of August 2017, and an interest rate based on the 3-month Bank Bill Swap Rate plus a margin of 0.9%, capitalized quarterly. Furthermore, this loan was secured by (i.e. collateralized against) a first ranking security over unencumbered assets and second ranking charge over assets that were already subject to a security interest in favor of Kunqian. Then, on July 26, 2017, Kunqian and U&D entered into an agreement to extend the final maturity dates of the $20 million AUD loan, as well as a $73.8 million AUD loan used to repay the CCB loan (as captured by Record ID#93540), to August 1, 2018. The extension of the $20 million AUD loan (extending the maturity to four years from three years) is captured by Record ID#93558. The extension of the $73.8 million AUD loan (extending the maturity to two years from one year) from Kunqian is captured by Record ID#93541. Then, in October 2017, Kunqian entered into another amendment agreement with U&D, this time extending the maturity date of the $20.0 million AUD loan, as well as a $73.8 million AUD loan and a $8.0 million AUD loan (as captured by Record ID#93562), to December 31, 2018. The extension of the $20 million AUD loan (extending the maturity to 4.33 years from four years) is captured by Record ID#93559. The extension of the $73.8 million AUD loan (extending the maturity to 2.5 years from two years) from Kunqian is captured by Record ID#93542. The extension of the $8.0 million AUD loan (extending the maturity to 3.5 years from three years) is captured by Record ID#93563. Then, in January 2020, Kunqian entered into another amendment agreement with U&D; in this agreement, it extended the maturity date of the $20.0 million AUD loan, as well as a $73.8 million AUD loan, a$8.0 million AUD loan, a RMB 15.6 million loan (as captured by Record ID#93576), and a RMB 62.4 million loan (as captured by Record ID#93579), to June 30, 2021. The extension of the $20 million AUD (extending the maturity to 6.83 years from 4.33 years) loan is captured by Record ID#93560. The extension of the $73.8 million AUD loan (extending the maturity to 5 years from 2.5 years) from Kunqian is captured by Record ID#93543. The extension of the $8.0 million AUD loan (extending the maturity to six years from 3.5 years) is captured by Record ID#93564. The extension of the RMB 15.6 million loan (extending the maturity to four years from three years) is captured by Record ID#93577. The extension of the RMB 62.4 million loan (extending the maturity to 3.667 years from two years) is captured by Record ID#93580. Then, in June 2020, Kunqian entered into another amendment agreement with U&D; in this agreement, it extended the maturity date of the $73.8 million AUD loan, the $20.0 million AUD, the $8.0 million AUD loan, the RMB 15.6 million loan, and the RMB 62.4 million loan, to July 31, 2021 (an extension of one month). The extension of the $20 million AUD loan (extending the maturity to 6.913 years from 6.83 years) is captured by Record ID#93561. The extension of the $73.8 million AUD loan (extending the maturity to 5.083 years from five years) from Kunqian is captured by Record ID#93544. The extension of the $8.0 million AUD loan (extending the maturity to 6.083 years from six years) is captured by Record ID#93566. The extension of the RMB 15.6 million loan (extending the maturity to 4.083 years from four years) is captured by Record ID#93578. The extension of the RMB 62.4 million loan (extending the maturity to 3.75 years from 3.667 years) is captured by Record ID#93581.