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EMED Mining Public Ltd
Symbol EMD
Shares Issued 1,177,165,948
Close 2013-06-12 C$ 0.08
Market Cap C$ 94,173,276
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EMED Mining arranges $15-million (U.S.) note financing

2013-06-13 05:41 ET - News Release

Mr. Harry Anagnostaras-Adams reports

EMED MINING PUBLIC LIMITED: FUNDING UPDATE; US$15 MILLION (APPROXIMATELY GBP9.6 MILLION) PROPOSED CONVERTIBLE SECURED NOTE AND ALLOCATION OF ADDITIONAL OFF-TAKE RIGHTS

EMED Mining Public Ltd. has provided an update.

Highlights:

  • $15-million (U.S.) (approximately 9.6 million pounds) to be raised through the issue of new convertible secured notes to XGC and Red Kite;
  • The notes carry a conversion price of nine pence per share which represents a premium of 58 per cent over the current five-day volume-weighted average price;
  • Proposed increase in the existing off-take arrangements with Red Kite and XGC.

In advance of its AGM, EMED Mining Public has entered into a term sheet with cornerstone customers, Yanggu Xiangguang Copper Co. Ltd. and RK Mine Finance (Master) Fund II LP. The term sheet sets out the basis on which XGC and Red Kite propose providing additional finance to the company of $15-million (U.S.) (approximately 9.6 million pounds) and increasing the company's committed allocation of copper concentrate product expected to be recovered out of current ore reserves at its Rio Tinto copper project from 34 per cent to 49 per cent.

It is proposed that the fundraising will be by way of the issue of $15-million (U.S.) (approximately 9.6 million pounds) convertible secured loan notes. Any funds raised will be utilized by the company to continue final permitting, preliminary restart activities at the Rio Tinto copper project and for general working capital purposes.

Completion of definitive agreements in relation to the fundraising and off-take arrangements is expected imminently and a further announcement will be made at this time. It is expected that the arrangements will be subject, inter alia, to the approval of the Chinese government and conditional approval of the Toronto Stock Exchange.

The proposed terms of the arrangements with XGC and Red Kite and the terms of the notes are set out below.

Harry Anagnostaras-Adams, the managing director of EMED Mining, said: "The proposed arrangements with globally important copper-sector specialists XGC and Red Kite will form an important component of EMED Mining's support for long-term development at the Rio Tinto Copper project. We are heartened by XGC and Red Kite's continued support following the completion by them of further due diligence on all aspects of the project over the last couple of months and we expect to finalize documentation imminently.

"We believe the continued support of sophisticated mining investors once again highlights the project's potential."

Harry Liu, vice-president of XGC, said, "XGC remains confident of the restart of the Rio Tinto copper project, and is pleased to reinforce its support of the company to achieve the desired timetable in full collaboration with the authorities."

Fundraising terms

XGC intends to subscribe for $10-million (U.S.) (approximately 6.4 million pounds) of the notes and Red Kite intends to subscribe for $5-million (U.S.) (approximately 3.2 million pounds) of the notes.

The notes will have a term of 18 months from the date of issue and will convert into new ordinary shares in the company at a conversion price of nine pence per share, which represents a premium of 58 per cent over the VWAP of the ordinary shares on the Alternative Investment Market for the five trading days immediately prior to the signing of the term sheet on June 12, 2013.

The convertible notes carry a coupon rate of 9 per cent per year in the first 12 months and 11 per cent thereafter.

All outstanding principal and accrued interest of the notes will automatically convert into new ordinary shares at the conversion price at the time the company (or any of its subsidiaries) makes its first drawdown from the facility to be made available by senior financial institutions for the restart of operations at the company's Rio Tinto copper project in Andalucia, Spain. If on the drawdown date the VWAP of the ordinary shares over a period of 20 consecutive trading days prior to the drawdown date is less than the conversion price, the conversion price will be the VWAP.

The company will have the right to repay the notes at any time following the first anniversary of the date of issue upon giving the holders of the notes not less than 15 business days notice, subject to the right of noteholders to elect prior to the expiry of the notice to convert their notes into ordinary shares at the conversion price.

Off-take arrangements

It is proposed that off-take rights to purchase 1 per cent of production from existing reported reserves will be granted to XGC and Red Kite for every $1-million (U.S.) (approximately 640,000 pounds) of notes subscribed for, on a proportional basis, with the main commercial terms of such grants being the same as the pre-existing contract.

The proposed granting to XGC and Red Kite of further off-take rights over the Rio Tinto copper project's copper production based on current reported life of mine reserves from the planned initial operations, will increase the committed allocation to 49 per cent of current ore reserves. The proportion of initial base case production allocated to these two cornerstone customers would increase to 62.5 per cent if the company elects to draw down a $35-million (U.S.) standby facility provided by Red Kite in 2012.

As XGC holds over 10 per cent of the company's current issued ordinary share capital, it is classified as a related party under the AIM Rules for Companies and the transactions with XGC are related party transactions as defined in Multilateral Instrument 61-101, of the Canadian Securities Administrators. The transactions with XGC are exempt from the requirement to obtain a formal valuation and minority shareholder approval pursuant to Multilateral Instrument 61-101 as the value of the transactions are less than 25 per cent of the market capitalization of the company. With the exception of Mr. Liu, who is involved in the transaction as a vice-president of XGC only, and was not involved in discussions with respect to the transactions at the board level in his capacity as a director of EMED Mining, the directors of EMED Mining consider, having consulted with its nominated adviser RFC Ambrian Ltd, that the terms of the proposed transaction are fair and reasonable insofar as its shareholders are concerned.

Background to XGC and Red Kite

XGC is a large copper smelting group based in China and Red Kite is a major international commodities group. Their respective increased commitments reinforce the company's existing strong shareholder base dominated by European, North American and Australian global mining investment institutions. This supports the company's long-term plans for production and development at the Rio Tinto copper project, starting with redevelopment of the current reserves at the Cerro Colorado open pit.

RK Mine Finance provides mining companies with project financing and metal off-take agreements for initiation or expansion of mine production and is part of the Red Kite group. Red Kite operates across the global metals industry from offices in Bermuda, Denver, Hong Kong, London, New York, Shanghai and Sydney. Investors in Red Kite funds include college endowments, foundations, family offices, pensions and other institutional investors.

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