Mining & Infra : Bond Restructuring Proposal

21 April 2015 INTERNATIONAL MINING & INFRASTRUCTURE CORPORATION PLC

('IMIC' or the 'Company')

Bond Restructuring Proposal International Mining & Infrastructure Corporation plc (AIM: IMIC), the Company focused on unlocking the value of iron ore in Africa, is pleased to announce that it has invited the holders of its US$30 million 8.75 per cent. bond due 2016 ('2016 Bondholders') (the 'Bond') to approve a proposal to modify certain terms and conditions constituting the 2016 Bond (the 'Proposals'), in line with those announced on 17 April 2015 in connection with certain other outstanding bonds. Key Proposals

 To amend the final redemption date by extending it by 5 years from 30 October 2016 to 30

October 2021;

 To amend the interest rate by decreasing the coupon payable on the Bond by 3.75 per cent., from 8.75 per cent. to 5 per cent.;

 To increase the repayment amount to be paid at final maturity, to compensate for the reduction in interest rate, to 132.059 per cent. of the nominal amount of the Bond;

 By inserting a new accelerated repayment covenant which will oblige IMIC to make immediate repayment to the 2016 Bondholders if Ethelbert Cooper is removed from the office of director and Non-Executive Chairman of the Company by a shareholder resolution; and

 To amend the conditions relating to the interest payable date by making the payment of the interest from semi-annual to annual.

Ethelbert Cooper, IMIC's Chairman, commented:

'Following a review of our debt position, we have made certain proposals to the 2016 Bondholders in relation to restructuring of the Bond. The Bond proposals have been designed to rebalance the group's financing obligations.'

Background to the Proposals The Bond

On 30 October 2013, the Company issued an initial tranche of the US$40 million 8.75 per cent. Bond due 30 October 2016 (ISIN XS0913978382). The actual amount drawn down on the 2016 Bond was US$30,000,000. The interest payable on the 2016 Bond was at the rate of 8.75 per cent. The nominal value of each of the 2016 Bonds is $100,000, which is repayable on 30 October 2016. The Company and certain of the 2016 Bondholders have held discussions regarding certain amendments to the 2016
Bonds.
IMIC announces that it is inviting 2016 Bondholders to consent to certain amendments to certain terms and conditions, being changes in the extension of the maturity date, interest payment date and conditions, repayment amount and accelerated repayment provisions relating to the Bond (described briefly in the table below) as proposed by IMIC.

Rationale for the Proposals

The considerable fall in international iron ore prices over the past 15 months has created a challenging environment for IMIC. As China experienced accelerated economic growth over the past decade, its consumption of the principal raw material used in steelmaking increased substantially, climbing to 70 per cent. of globally-traded iron ore, contributing to a significant rise in iron ore prices. However, the recent slowdown in demand for resources from China due to stabilisation of economic growth, as well as increasing global supply of the resource from the major producers, whose high-volume, low-cost iron ore production strategy is aimed at boosting market share and sustaining profit margins, have together
had a negative impact on ore prices. These prices have declined very significantly since November
2013, putting adverse pressure on smaller, marginal producers, which have struggled to remain profitable in the current market environment.
The funding environment for junior iron ore developers is extremely difficult at this time due to the very low iron ore prices. In the circumstances, IMIC considers that it is prudent to restructure the debt obligations of IMIC both from the perspective of interest reduction and extending the term of the debt.
The Board of IMIC believes that it is unlikely that the Company will generate cash from its operations in the near term and the bond Proposals are therefore designed to rebalance the Group's financing obligations.
Accordingly, IMIC would like to change the maturity date and interest rate of the 2016 Bonds and make payment of the interest annual.
The Board of Directors of IMIC has carefully considered the Proposals and believes that the Proposals described in the consent solicitation memorandum, to be sent to 2016 Bondholders on 21 April 2015, provide the most appropriate solution to the funding challenges.
IMIC has confidentially discussed these amendments to the 2016 Bond with certain of the 2016
Bondholders and, based on the 2016 Bondholders' responses during those discussions, IMIC expects
them to be supportive of the Proposals.

Quorum and Required Votes

The quorum required for the proposed amendments to be considered is one or more holders of the
Bond or proxies representing 75 per cent. in principal amount of the Bond outstanding.
To be passed, the extraordinary resolution in respect of the Proposals requires a majority of not less than 75 per cent. of the votes cast. If passed, the extraordinary resolution shall be binding on all the
2016 Bondholders, and each of them shall be bound to give effect to it accordingly.

Expected Timeline

The following summary of key dates is qualified in its entirety by the more detailed information appearing in the consent solicitation memorandum. 2016 Bondholders should take note of the following dates in connection with the consent solicitation.
This timetable is subject to change and dates and times may be extended or changed by the Company in accordance with the terms of the consent solicitation, as described in this consent solicitation memorandum. Accordingly, the actual timetable may differ significantly from the timetable below.

Event Date and Time

Announcement of consent solicitation and proposals 20 April 2015 Revocation deadline 10:00 a.m. (London time) on 1 May

2015

Latest time for 2016 Bondholders to deliver or procure delivery on their behalf to the issuer of a valid instruction revoking previously submitted

consent instructions.

Voting deadline 10:00 a.m. (London time) on 5 May

2015

Deadline for 2016 Bondholders to deliver or procure delivery on their behalf to the issuer of a consent instruction in favour of the

extraordinary resolution.

Deadline for appointing a proxy in respect of the 2016 Bonds 5:00 p.m. (London time) on 1 May

2015

Announcement of the results of 2016 Bondholders extraordinary As soon as reasonably practicable

Resolution after the voting has concluded and,

in any event, within 14 days of the

Voting Deadline.

The complete terms and conditions of the consent solicitation are described in the consent solicitation memorandum, copies of which may be obtained by contacting Sanjiv Radia, the information and tabulation agent for the consent solicitation, as set out below. Additional information concerning the consent solicitation may be obtained by contacting the paying agent.
This press release is for informational purposes only, and the consent solicitation is being made only pursuant to terms of the consent solicitation memorandum. The consent solicitation is not being made to, and consents are not being solicited from, holders of the 2016 Bonds in any jurisdiction in which it is unlawful to make such solicitation or grant such consent. Neither the Company nor the paying agent makes any recommendation as to whether or not 2016 Bondholders should deliver any consents. Each
2016 Bondholder must make their own decision as to whether or not to deliver a consent.

Further Information

A complete description of the terms and conditions of the consent solicitation is set out in the consent solicitation memorandum. Further details about the transaction can be obtained from:
The Company
Sanjiv Radia
Tel: [phone]
Email: [e-mail]
The Paying Agent
Deutsche Bank AG, London Branch
Paul Yetton
Tel: [phone]
Email: [e-mail]

For further information, please contact:

International Mining & Infrastructure Corporation plc	www.imicplc.com
Ethelbert Cooper, Chairman Haresh Kanabar, Chief Financial Officer	[phone]
Strand Hanson Limited - Financial & Nominated Adviser James Spinney / Ritchie Balmer / James Bellman	www.strandhanson.co.uk [phone]
Pareto Securities Limited - Sole Broker Guy Wilkes / Will Slack	www.paretosec.com [phone]
Deutsche Bank AG - Paying Agent Paul Yetton	www.db.com [phone]
Buchanan - Financial PR Mark Court / Sophie Cowles	www.buchanan.uk.com [phone]

About IMIC

IMIC's strategy is, in conjunction with its partner AIOG, working to develop fundable solutions to infrastructure provision for iron ore resources in West and Central Africa. In support IMIC will seek to acquire interests in iron ore projects that would benefit from a specific infrastructure solution. IMIC made its first investment with the Dec 2013 acquisition of Afferro Mining Inc, taking ownership of four iron ore deposits in Cameroon, the most advanced asset being Nkout. IMIC plans to continue to develop its assets, including accelerating the feasibility studies of the smaller Ntem deposit, which is located only
80km from Kribi deep water port.
IMIC's focus will initially be on iron ore opportunities in West and Central Africa. The demand for iron
ore is currently being driven by China which consumes approximately 70 per cent. of the world's current
annual production. As the urbanization of China continues demand for iron ore is expected to remain at significant levels through to 2030. The iron ore projects currently identified in West and Central Africa have the potential to produce at least 400 million tonnes of iron ore each year. This would establish Africa as a global player, alongside Australia and Brazil, in the iron ore industry.
In order to help deliver its infrastructure solutions, IMIC and AIOG have established strategic partnerships with various Chinese state owned companies. These companies are involved in railway and port construction, power, iron ore beneficiation and iron ore marketing. These relationships are intended to give IMIC and AIOG the ability to work with relevant governments and financial institutions to deliver infrastructure solutions and to guarantee the onward sale of iron ore in China and other emerging world markets.
IMIC shares are traded on the London Stock Exchange's AIM market under the ticker symbol IMIC.