OREANDA-NEWS. International Mining & Infrastructure Corporation plc, the Company focused on unlocking the value of iron ore in Africa, announces that the resolution proposed in the Notice of General Meeting of Shareholders ("GM") held on 15 December 2015 was duly passed.

As a result of the Shareholders having approved the resolution, the Company will implement the matters listed below:

1.   Caminex Option, as set out in the Notice of GM, shall be granted to the New Bondholders

The terms of the New Bond, as announced on 9 November 2015, require that the Company's subsidiary Caminex S.A. ("Caminex") grants a security trustee for the New Bondholders the option to acquire 4,903 shares in Caminex ("Caminex Option") which equates to a 49.5% stake in Caminex.

The Caminex Option shall be exercisable at the nominal value at any time from 5 June 2017 up until to the maturity date of the New Bond on 5 November 2019. The enlarged share capital of Caminex will be 9,905 shares with a nominal value of Central African francs 10,000 (US$16.35) per share.

2.   Royalty, as set out in the Notice of GM, shall be granted to the New Bondholders

 Caminex has agreed to make a royalty payment to the New Bondholders over a 35 year term. This is subject to a Royalty Agreement being entered into and relates to the payment of 100 cents per tonne produced at the Caminex mine at Ntem, targeted at 4 million tonnes over the life of mine, and 25 cents per tonne produced at the Caminex mine at Nkout, targeted at between approximately 16 million tonnes initially and rising to 35 million tonnes.

3.   Matters detailed in the announcement of 9 November 2015 have been approved

4.   Terms of the Convertible Loan Notes ("Loan Notes"), as set out in the Notice of GM and approved by the Convertible Loan Noteholders at the Convertible Loan Noteholders' meeting on 14 December 2015, shall be amended as follows:

i.   The maturity of the Convertible Loan Notes shall be extended by 5 years to 21 December 2020;

ii.  A conversion right for Loan Noteholders shall be added, under which any Loan Noteholder will be able to convert some or all of their Loan Notes, at their discretion, at the end of each six month period during the life of the Loan Notes into Ordinary Shares in IMIC at an exercise price equal to the volume weighted average price (calculated by dividing the total value by the total volume of the IMIC Shares traded for the 28 trading days prior to the date of the notice of conversion - subject to anti-dilution adjustments between the time of pricing and issue of new shares to the effect that IMIC shall not issue or allot any equity securities or equity like instruments (including but not limited to the granting of options over shares), the issue or allotment of which would be dilutive, in the period between the start of the 28 day period and the date of issue of the new shares);

iii.  A 90 days irrevocable notice shall be given for conversion with the last day to serve the conversion notice to be 90 days prior to the end of the relevant six month period (the periods being each 6 month ending 19 June and 19 December, or next business day, during the extended maturity period with the first period ending on 20 June 2016 and the last period on 21 December 2020);

iv.  In respect of any Loan Notes upon which a conversion notice has been given IMIC has the right to exercise a cash call option during the 90 day notice period. Such cash call option shall be in respect of either all or some of the Loan Notes being converted. In the event of only some of the Loan Notes being subject to a cash call, the cash call shall be effected on a pro rata basis. The cash call option shall be for IMIC to call the relevant Loan Notes at a 10% premium to the principal and accrued interest due on the Loan Note at the conversion date, in which case the Loan Notes so called shall not be converted;

v.   In respect of any Loan Notes called by IMIC in this manner, the holders of such Loan Notes shall also receive warrants to subscribe for Ordinary Shares in IMIC over 10% of the number of shares into which the relevant Loan Notes would have converted. These warrants shall have a 2 year maturity from the conversion date and a strike price equal to 110% of the conversion price which would have applied if the Loan Notes had not been called; and

vi.  IMIC shall be required to obtain and maintain a listing of the shares during the extended maturity period.

vii. Neither the Company, nor any of its subsidiaries (together the "Group"), will grant further security over any of the Groups' assets, revenues or any present or future undertakings above what has been agreed by the Company and announced to the market up to 3 December 2015, nor will they raise any other indebtedness unless subordinate to the Loan Notes for so long as there are any Loan Notes outstanding unless with the prior approval of Loan Noteholders by Extraordinary Resolution.

The Company hereby withdraws and cancels the conversion notice served upon the Loan Noteholders on 6 November 2015.