TORONTO, Aug. 18, 2014 /CNW/ - Yanggu Xiangguang Copper Co. Ltd. ("XGC"), an indirect subsidiary of Shan Dong Xiangguang Group Co., Ltd. ("SD XGC"), entered into a subscription agreement on August 15, 2014 (the "Subscription Agreement") with Orion Mine Finance (Master) Fund I LP and EMED Mining Public Limited ("EMED") pursuant to which XGC agreed to purchase, for the benefit of XGC's direct, wholly-owned subsidiary, Hong Kong Xiangguang International Holdings Limited ("HK XGC"), and subject to the terms and conditions thereof, 41,200,000 ordinary shares in the capital of EMED ("Subscription"). The purchase price for the Subscription was negotiated based on an agreed upon share price of £0.0725 (or approximately C$0.1321) per ordinary share. Based on the information set forth above, as a result of entering into the Subscription Agreement, SD XGC may, for the purposes of applicable Canadian securities laws, be considered to have acquired beneficial ownership of 41,200,000 ordinary shares, which constitute approximately 2.9% of the outstanding ordinary shares of EMED, based on there being 1,435,865,948 ordinary shares in issue as of August 15, 2014 and including the 140,000,000 ordinary shares being subscribed by Orion Mine Finance (Master) Fund I LP pursuant to the Subscription Agreement. Taking into account the Subscription and including ordinary shares of EMED beneficially owned by SD XGC prior to the execution of the Subscription Agreement (and including and assuming conversion of the convertible loan notes issued by EMED to XGC in June 2013 in accordance with their terms), SD XGC would have beneficial ownership of 268,927,679 ordinary shares of EMED, which constitute approximately 17.6% of the outstanding ordinary shares of EMED.
SD XGC intends to review its investment in EMED on a continuing basis. Depending on various factors, including, without limitation, EMED's financial position, the price levels of the ordinary shares of EMED, the conditions in the securities markets and general economic and industry conditions, SD XGC's business or financial condition and other factors and conditions SD XGC deems appropriate, SD XGC may in the future take such actions with respect to its investment in EMED as SD XGC deems appropriate, including, without limitation, making proposals to EMED concerning changes to the capitalization, ownership structure or operations of EMED, acquiring ordinary shares of EMED or selling, transferring to an affiliated party or otherwise disposing of some or all of the ordinary shares of EMED, in each case subject to applicable laws and the terms of the agreements with EMED. In addition, SD XGC may formulate other purposes, plans or proposals regarding EMED or any of its securities to the extent deemed advisable in light of general investment and trading policies, market conditions or other factors or SD XGC may change its intention with respect to any and all matters referred to above.
About Yanggu Xiangguang Copper Co. Ltd.
XGC is one of the world's largest copper smelting, refining and processing group located in Shandong province of China, with a designed smelting capacity of 450,000mt/y Cu from concentrate and refining capacity of 600,000mt/y copper cathodes. It employs the state-of-art copper smelting technology of double flash smelting and converting. XGC's ultimate parent company, GMK Holding Co., Ltd, is a leading privately owned enterprise group in China including significant food production interests.
SOURCE Yanggu Xiangguang Copper Co. Ltd.