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| Borrower | Outback Creek Resources Pty Ltd, a mining company incorporated in New South Wales, Australia, operating the Outback Creek metallurgical coal mine in the Hunter Valley. |
| Guarantor | Seb Trading Corp., a commodity trading house incorporated in Zug, Switzerland, with a Tangible Net Worth of USD 200 million, providing a corporate guarantee for all obligations under this facility. |
| Offtaker | Seb Trading Corp. (same entity as Guarantor), committed to purchase minimum 2,500,000 MT/year of metallurgical coal FOB Port of Newcastle from Borrower over the Facility term. |
| Lender / Agent | RedStar Bank, Valais, Switzerland, acting as sole lender, facility agent, security trustee, and collection account bank. |
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| Facility Type | Reserve-Based Pre-Export Finance Facility ("RPEF") — a hybrid reserve-based lending / structured pre-export finance instrument secured by proved coal reserves, offtake cash flows, and mine equipment. |
| Facility Amount | USD 150,000,000 (United States Dollars one hundred and fifty million) |
| Currency | USD (United States Dollars) |
| Purpose | Exclusively for: (a) development of the adjacent PDNP coal field, including construction of necessary production infrastructure; (b) purchase of one (1) longwall mining system and two (2) continuous miners; (c) ancillary capex directly related to the production expansion. No use for general corporate purposes, dividend payments, or refinancing of existing debt without prior written consent of Lender. |
| Availability Period | Single drawdown on or before 31 December 2026. If not drawn by that date, the facility shall lapse unless extended by written agreement. |
| Tenor | 5 years from the date of drawdown, with final maturity no later than 31 December 2031. |
| Repayment Profile |
Semi-annual repayments beginning 6 months after drawdown, following a sculpted amortisation schedule based on production ramp-up:
| Year | H1 Repayment | H2 Repayment | Annual Total |
|---|
| 2027 | 7,500,000 | 7,500,000 | 15,000,000 |
| 2028 | 10,000,000 | 10,000,000 | 20,000,000 |
| 2029 | 15,000,000 | 15,000,000 | 30,000,000 |
| 2030 | 20,000,000 | 20,000,000 | 40,000,000 |
| 2031 (Balloon) | 22,500,000 | 22,500,000 | 45,000,000 |
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| Interest Rate | SOFR + 4.25% per annum, payable semi-annually in arrears, calculated on actual/360 basis. |
| Rate Rationale | SOFR + 4.25% reflects: (a) RBL commodity complexity premium (+1.25%); (b) emerging market / single-mine concentration (+0.75%); (c) junior creditor position vs. existing bonds (+0.50%); (d) base commodity spread (+1.75%). Compares favourably to OCR's existing 13% fixed-rate AUD bonds at current SOFR ≈ 4.3% (all-in ≈ 8.55% vs. existing 13%). |
| Arrangement Fee | 1.50% flat on facility amount (USD 2,250,000), payable on drawdown, non-refundable. |
| Commitment Fee | 0.75% per annum on undrawn amounts during the Availability Period, accruing from signing. |
| Agency Fee | USD 75,000 per annum, payable annually in advance from drawdown. |
| Prepayment | Allowed after 24 months from drawdown with 1.0% prepayment premium (declining to nil in Year 5). Mandatory prepayment upon asset disposal, change of control, or excess cash flow (50% cash sweep if DSCR > 2.5x). |
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| Reserve Charge | First-ranking security interest over all PDNP reserves (20 Mt as of FY2025) and the PUD reserves to be converted to PDNP/PDP, governed by a Reserve Pledge Agreement with quarterly independent reserve certification. |
| Offtake Assignment | Assignment of all rights, title and interest in the Seb Trading Corp. long-term offtake agreement, including the right to direct payment of all cargo proceeds to the Collection Account. |
| Equipment Pledge | First-ranking security interest over the longwall mining system and two continuous miners financed with proceeds, plus any existing mining equipment free of prior security. |
| Stockpile Charge | First-ranking charge over all coal stockpiles at Port of Newcastle and at the mine premises, monitored by a third-party independent inspector (to be agreed). |
| Collection Account | Borrower to maintain a USD-denominated collection account with RedStar Bank Singapore Branch. All proceeds from coal sales to Seb Trading (and any substitute offtaker) must be remitted to this account. Waterfall: (1) debt service, (2) reserve account funding, (3) permitted operating expenses, (4) free cash to Borrower. |
| Corporate Guarantee | Unconditional, irrevocable corporate guarantee from Seb Trading Corp. covering all payment obligations under the facility (principal, interest, fees). Guarantee remains in full force until full repayment. |
| Debt Service Reserve | Borrower to maintain a Debt Service Reserve Account (DSRA) funded to 6 months of projected debt service, established from first drawdown. |
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| DSCR | Minimum Debt Service Coverage Ratio of 1.20x, tested semi-annually on a trailing 12-month basis. DSCR = (EBITDA – Taxes – Capex) / (Debt Service). Breach triggers cash sweep; second consecutive breach constitutes an Event of Default. |
| Leverage | Net Debt / EBITDA ≤ 3.0x, tested semi-annually. |
| Reserve Coverage | Proved Developed Reserves Value (at bank price deck USD 220/mt net of production costs) to outstanding facility balance ≥ 1.50x at all times. |
| Minimum Production | Borrower to achieve minimum production of 3.0 Mt/year from 2028 onwards (≥ 60% of target). Shortfall in any two consecutive semi-annual periods constitutes a Review Event. |
| Liquidity | Minimum unrestricted cash of USD 10 million at all times. |
| Offtake Obligation | Seb Trading Corp. to maintain its committed offtake of minimum 2.5 Mt/year throughout the facility term. Reduction below 1.5 Mt/year without Lender consent constitutes an Event of Default. |
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| Conditions Precedent | Satisfactory completion of: (a) technical due diligence on reserves (independent reserve engineer); (b) legal due diligence; (c) environmental & social review (ESRS); (d) audited FY2025 financial statements of both OCR and Seb Trading; (e) execution of all security documents; (f) receipt of all regulatory approvals; (g) establishment of Collection Account and DSRA. |
| Governing Law | English law. Jurisdiction: English courts (non-exclusive). Security documents governed by applicable NSW/Australian law where required for enforceability. |
| Exclusivity | RedStar Bank requests 45-day exclusivity from mandate award to allow completion of due diligence and documentation. |
| Expiry | This indicative term sheet expires 30 days from date of issue unless countersigned by the Borrower and Guarantor. |