Bank of China provides a $385 million USD loan as part of a $751.0 million USD facility to MMG Management Pty Ltd to repay a 2010 $385 million USD loan (Linked to Record ID#94031 and #94019)

Project narrative

In 2010, the Sydney Branch of the Bank of China (BOC) provided a $385.0 million USD loan to MMG Century Limited, a wholly-owned subsidiary of Australia-based mining company MMG Limited. China Minmetals Non-ferrous Metals Company Limited (CMN), an intermediate parent company of MMG Limited, issued a guarantee in support of this loan. Record ID#94031 captures the 2010 loan. Then, on June 13, 2012, the Sydney Branch of the Bank of China (BOC) entered into a $385.0 million USD cash facility agreement with MMG Management Pty Ltd — a special purpose vehicle and wholly-owned subsidiary of MMG Limited. This loan carried a maturity period of five years and a final maturity date of June 10, 2017. The borrower used the proceeds of this loan to extend an intra-group loan to MMG Century Limited to allow it repay a 2010 $385.0 million USD facility granted by the Sydney Branch of BOC to MMG Century. As of December 31, 2012, this facility had been fully drawn down. This loan was known as the Tranche B Facility of a wider $751.0 million USD facility. Record ID#94018 captures the 2012 loan. The other $366.0 million USD of the facility, known as the Tranche A Facility, was provided by China Development Bank Corporation (CDB) to Album Resources Private Limited— a special purpose vehicle and wholly-owned subsidiary of MMG Limited. This loan carried a maturity period of five years and a final maturity date of June 10, 2017. The borrower used the proceeds of this loan to refinance a 2009 $366.0 million USD facility granted by CDB to Album Resources. As of December 31, 2012, this facility had been fully drawn down. Record ID#94019 captures the $366.0 million USD loan. The entire $751.0 million USD facility was secured by (i.e. collateralized against) a first-ranking equitable mortgage over each of the entire share capital of Album Investment Private Limited, 100% of the share capital of certain wholly owned subsidiaries of Album Investment including MMG Laos Holdings Limited, a 90%-owned subsidiary of Album Investment, and a share charge over 70% of the share capital of certain wholly owned subsidiaries of Album Investment including MMG Laos Holdings Limited. Both Tranche A and B, under the terms of the $751.0 million USD facility, could be declared immediately due and payable by CDB and/or BOC if China Minmetals Corporation Limited (CMCL) ceased to legally and beneficially own at least 51% of the total issued shares of MMG Limited or if China Minmetals Non-ferrous Metals Company Limited (CMN) ceased to beneficially hold at least 51% of the total issued shares of Album Resources Private Limited or CMN lacked the power to cast, or control the casting of, at least 51% of the maximum number of votes that may be cast at a general meeting of Album Resources, lacked the ability to appoint or remove all, or the majority, of the directors of Album Resources, or lacked the power to give directions with respect to the operating and financial policies of Album Resources that the directors of Album Resources would be obliged to comply. On December 30, 2016, MMG Limited entered into an agreement to sell its Golden Grove mine; it intended to use the proceeds from the sale to repay the $751.0 million USD facility. On May 3, 2017, the borrowers repaid all outstanding amounts under both Tranche A and B and the facilities were cancelled thereafter.