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.
We seek Safe Harbor.
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