Mirabela Nickel Limited - Company Update

PERTH, Australia, Nov. 14, 2013 /CNW/ - Mirabela Nickel Limited (Mirabela or 
the Company) (ASX: MBN) is pleased to announce that it has entered into waiver 
and standstill arrangements with its major creditors. 
Mirabela has the following significant debt structures currently in place: 

    --  Mirabela has on issue approximately US$395 million of 8.75%
        senior unsecured notes due 2018 (Notes).
    --  Mirabela's subsidiary, Mirabela Mineração do Brasil Ltda

    (Mirabela Brasil) has:
  o a US$50 million facility with Banco Bradesco S.A (Bradesco 
Facility); and
  o a US$55 million master funding and lease agreement with Caterpillar 
Financial Services Corporation (Caterpillar Facility).  Year to 

    date the outstanding balance is US$9.1 million.

Mirabela has entered into standstill and forbearance agreements with both the 
ad-hoc group of Noteholders (which represent more than 50% of the Notes on 
issue) and Caterpillar.

The standstill agreement with Caterpillar (Caterpillar Standstill) provides, 
among other things, that, for an initial period of 60 days (which may be 
extended by election by either party for 30 days), that Caterpillar will 
standstill and forbear from exercising its enforcement rights under the 
Caterpillar Facility, or declare a default or take any enforcement action in 
respect of a default caused by the Company entering into restructuring 
discussions with its major creditors. The Caterpillar Standstill will 
terminate early in the event that a separate event of default occurs under the 
Caterpillar Facility.

The standstill agreement with the ad-hoc group of Noteholders (Noteholder 
Standstill) provides, among other things, that, for an initial period of 60 
days (which may be extended by an additional 30 days), the Noteholders will 
not request, instruct or direct that the Trustee take action under the 
Indenture in respect of the Company's failure to make an interest payment as 
required on 15 October 2013. The Noteholder Standstill will terminate early in 
certain circumstances, including:
    --  if, within 30 days of the date of the Noteholder Standstill, an
        initial restructuring and recapitalisation proposal is not
        delivered to the Noteholders (Transaction);
    --  if, within 60 days of the date of the Noteholder Standstill, a
        preliminary agreement in respect of a Transaction is not
    --  the termination of a standstill arrangement with Bradesco or
    --  the failure of the Company, Mirabela Brasil and certain
        guarantors of the Notes to maintain a cash balance in aggregate
        amount of US$15 million for a period of more than 3 consecutive
        business days;
    --  the occurrence of a new event of default under the Notes;
    --  breach of the Noteholder Standstill or a representation,
        warranty or covenant under the Noteholder Standstill; and
    --  any legal action is taken in connection with the winding-up,
        dissolution, administration, bankruptcy, voluntary
        re-organisation or analogous procedure in relation to Mirabela
        or Mirabela Brasil.

Pursuant to the Noteholder Standstill, the Company has also covenanted to:
    --  not make any payment of interest or principal under its
        existing indebtedness, other than as specified in the
        Noteholder Standstill;
    --  make no capital expenditure in excess of an aggregate of US$7
        million; and
    --  not enter into any transaction with an aggregate value of US$10

Mirabela has entered into a waiver agreement with Bradesco (Waiver Agreement), 
whereby Bradesco has agreed to waive any event of default which may arise 
under the Bradesco Facility as a result of the actions of Votorantim Metais 
Niquel S.A. in claiming an event of force majeure pursuant to its sales 
agreement with Mirabela Brasil, and any other event of default, for a period 
beginning on 13 November 2013 and ending on 23 January 2014. The Waiver 
Agreement will terminate early in certain circumstances, including:
    --  in the case of a bankruptcy, "recuperacao judicial" or
        "recuperacao extrajudicial" as defined by the laws of Brazil,
        reorganisation arrangement or assignment for the benefit of
        creditors or insolvency proceedings, or proceedings looking
        toward dissolution or winding up, are filed or instituted by or
        against Mirabela Brasil under the law of any jurisdiction that
        are not discharged or stayed within 30 days;
    --  a security to be granted over the receivables from the Norilsk
        sale agreement is not perfected within 30 days of the date of
        the Waiver Agreement;
    --  if Mirabela Brasil is insolvent or can not pay its debts when
        they fall due; and
    --  on the occurrence of a change of control of Mirabela Brasil.

The waiver and standstill arrangements will permit the Company to progress 
discussions of potential ways of restructuring Mirabela's debt. Currently, no 
binding agreements for a restructure have been concluded nor has any 
opportunity or arrangement sufficiently progressed to be announced to the 
market. No assurance can be given at this stage that any definitive agreements 
or arrangements will be reached with any party that the Company may be in 
discussions with.

SOURCE  Mirabela Nickel Ltd. 
CONTACT DETAILS Mirabela Nickel Limited Telephone: +61 8 9324 1177 
To view this news release in HTML formatting, please use the following URL: 
CO: Mirabela Nickel Ltd.
-0- Nov/14/2013 07:43 GMT
Press spacebar to pause and continue. Press esc to stop.