ATLANTIC LIMITED 
By
24 March 2014
Atlantic Ltd (ASX: ATI) (Atlantic or the Company) is pleased to advise that ASX has granted the
Company a waiver from Listing Rule 10.1.
The granting of this waiver was one of the conditions precedents to the draw down of the
$29.7 million funding facility for Atlantic's wholly-owned subsidiary Midwest Vanadium Pty Ltd
(MVPL). This new funding facility and related agreements was announced by the Company on
10 March 2014 (the Facility).
Another significant condition precedent to draw down of the Facility is the successful completion of a consent solicitation process which is underway among MVPL's senior secured notes to implement certain indenture and related document amendments to allow the new funding, which is being provided by Droxford International Limited (Droxford), a substantial holder of Atlantic's shares.
ASX has granted the waiver to Atlantic to the extent necessary to permit the Company and its subsidiaries to grant security over their assets in favour of Droxford as part of the Facility, the repayment of which will be secured by two forms of security interests over assets of the Company and MVPL, namely:
• over certain insurance proceeds anticipated to be paid to the Company and MVPL in connection with a fire at the Company's beneficiation plant (Direct Security); and
• by acquiring a beneficial interest in the MVPL Security Trust established by a Security Trust
Deed dated 15 February 2011 (Notes Security),
without obtaining shareholder approval.
ASX granted the waiver to the Company on the following conditions:
1. Droxford provides ASX with a deed of undertaking whereby it undertakes that if an event of default occurs and enforcement action is taken under either Security, neither Droxford nor any of its associates will acquire a legal or beneficial interest in an asset of the Group in full or part satisfaction of MVPL's obligation under the Security, or otherwise deal with the assets of the Group (other than as a result of receiving the insurance proceeds towards repayment under the Facility) without the Company having first complied with any applicable listing rules, including listing rule 10.1, other than as required by law through a receiver, or receiver or manager (or analogous person) appointed by either Droxford (with regards to the Direct Security) or the Security Trustee (with regards the Notes Security) exercising their respective powers of sale under the relevant Security and selling the assets to an unrelated third party on arm's length commercial terms and conditions and distributing the cash proceeds to Droxford in accordance with its legal entitlements.
2. A summary of the material terms of the Security is made in each annual report of the
Company during the term of the Security.
3. Any variations to the terms of the Security which is:
3.1 not a minor change; or
3.2 inconsistent with the terms of the waiver, must be subject to shareholder approval.
4. Droxford provides an undertaking to ASX that once the amounts secured under the Security are repaid:
4.1 it will discharge its Direct Security over the insurance proceeds; and
4.2 confirm to the security trustee that all amounts owing to it have been repaid in full such that its exposure under the Security Trust is nil.
5. The Company immediately releases to the market an announcement which sets out the terms of the waiver, and the Company's plans with respect to the repayment of the amounts secured under the Security and the discharge of the Security, including the timeframe within which it expects the repayment and discharge to occur.
It is the intention of MVPL that it will repay the Facility and discharge the related security in the period up to the Facility's maturity on 15 August 2014 from any available surplus cash flow. To the extent that the Facility and accrued interest are not repaid by 15 August 2014, then Droxford will hold an on-going interest in the MVPL Security Trust, secured pari passu with MVPL's senior secured notes.
--ends--
Ph: + 61 8 6141 7100 Ph: +61 8 6141 7100
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