PERTH (miningweekly.com) – ASX-listed Australian Pacific Coal has received a non-binding alternative offer for its Dartbrook coal project, in New South Wales.

Australian Pacific Coal and its major shareholder and creditor Trepang Services had previously agreed to an offer that would result in Australian Pacific Coal’s consolidated liabilities reducing by A$65-million, and the company receiving royalties from the net profits of the Dartbrook project of between A$2.50/t and A$5/t, based on the average coal price per quarter.

Australian Pacific Coal shareholders were expected to vote on the Trepang offer this week.

However, the company on Monday unveiled the non-binding alternative proposal from Nakevo, which was proposing to provide Australian Pacific Coal with immediate funding by way of an equity subscription for 19.97% shares in the company, at a price of 30c each for a total investment of A$3.78-million.

Nakevo would also arrange to refinance Australian Pacific Coal’s debt owed to creditors John Robinson, Nicholas Paspaley and Trepang Services, and would make a takeover bid for Australian Pacific Coal of up to 30c a share, allowing existing shareholders to liquidate their investment once the refinancing has been completed.

Nakevo is held by the Nathan Tinkler-controlled Oceltip Coal 2 and by fund manager Evolution Capital.

For the Nakevo proposal to proceed, Australian Pacific Coal would have to postpone the shareholder meeting to vote on the Trepang offer, and would need to gain written agreements from its creditors for a moratorium on the repayment of its debt and a grant of forbearance and extension in relation to the share sale agreement for a period of 45 days, in order for the proposed refinancing to occur.

Meanwhile, on completion of the placement, Nakevo will require the resignation of one Australian Pacific Coal director, and that three of its own nominees be appointed to the board, with Tinkler to be appointed as executive chairperson.

Nakevo also requires that the subscription agreement for the placement include various takeover bid implementation agreement concepts, including unanimous board support, exclusivity provisions, and a cost reimbursement obligation of up to 1% of the equity value of Australian Pacific Coal.

Australian Pacific Coal has postponed the shareholder meeting that was due to be held on Monday, saying it would take the time to consider the Nakevo proposal.