Bright Green (BGXX) Enters $60M Credit Agreement with JVR Holdings

On March 14, 2024, Bright Green (NASDAQ: BGXX) entered into a credit agreement (the “Credit Agreement”) with JVR Holdings (the “Lender”), pursuant to which the Lender agreed to provide the Company with a line of credit facility (the “Line of Credit”) up to a maximum amount of $60 million, from which the Company may draw down a maximum of 12 times prior to the Maturity Date (as defined below) of the Line of Credit. The minimum amount per draw down shall be $5 million. The “Maturity Date” of the Line of Credit is May 1, 2034. A non-refundable credit facility processing fee of $1.2 million will be retained by the Lender from the initial advance under the Line of Credit. Additionally, the Company agreed to pay the Lender $75,000, or issue the Lender 350,000 shares of the Company’s common stock, as an application fee, upon execution of the Credit Agreement.

At any time prior to the Maturity Date, upon requests by the Company and acceptance by the Lender, in the Lender’s discretion, the Maturity Date may be extended. The advanced and unpaid principal of the loans provided under the Line of Credit will bear interest at a fixed rate per annum equal to 14.0% (the “Fixed Rate”). Interest on loans provided under the Line of Credit will begin accruing at the Fixed Rate upon the first disbursement of loan proceeds under the Line of Credit to the Company. At the Company’s discretion, amounts outstanding under the Line of Credit may be converted into variable rate loans. If converted into a variable rate facility, the variable interest rate shall be payable on advanced and unpaid principal at the prime rate reported by Bank of America plus 10% per annum. The variable rate will continue to float at the prime rate reported by Bank of America plus 10% per annum while the loan is a variable rate loan.

Only interest shall be payable on amounts advanced in the first month following the first disbursement of any portion of the Line of Credit to the Company. Following the first month after the first disbursement of any portion of the Line of Credit to the Company, the Company shall repay the Lender monthly pursuant to an amortization schedule that includes interest and principal payments. The entire outstanding principal indebtedness of the Company under the Line of Credit and any accrued interest thereon will be due and payable on the Maturity Date, as may be extended by the parties.

The right of the Company to apply or further advances under the Line of Credit shall cease, at the option of the Lender, and all outstanding principal indebtedness of the Company under the Line of Credit and any accrued interest thereon will be become immediately due and payable, if an Event of Default (as defined in the Credit Agreement) occurs. Such Events of Default are customary for agreements of this type. Upon the occurrence of an Event of Default that is continuing after the expiry of any applicable cure period, the Lender shall have the right to (i) appoint a receiver for all or any part of the collateral under the Credit Agreement, (ii) take possession of all or any part of the collateral under the Credit Agreement, (iii) use, collect sell, lease or otherwise dispose of, realize upon, or release to the Company, any of the collateral under the Credit Agreement, and (iv) apply all proceeds received in connection with any collateral under the Credit Agreement to discharge or satisfy any expenses.

The Line of Credit shall be secured by a mortgage registered in the amount of $100 million, on 1033 George Hanosh Blvd, Grants, NM, 87020, which is the Company’s principal executive office.

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