TORONTO, June 24, 2013 /CNW/ - Yanggu Xiangguang Copper Co. Ltd. ("XGC") entered into a loan note instrument on June 21, 2013 (the "Loan Note Instrument") with EMED Mining Public Limited ("EMED") pursuant to which, and subject to the terms and conditions thereof, XGC's direct, wholly-owned subsidiary, Hong Kong Xiangguang International Holdings Limited ("HK XGC"), agreed to purchase £7,026,800 (CDN$11,289,959.56) convertible secured loan notes due 2014 (the "Notes") from EMED. The Notes are convertible, at the option of HK XGC, into ordinary shares in the capital of EMED in the following circumstances: (i) the occurrence of a Business Sale or Change of Control (each as defined in the Loan Note Instrument), (ii) within 10 business days prior to the maturity date of the Notes or (iii) the expiry of an early redemption notice served by EMED in accordance with the Loan Note Instrument. Nevertheless, any Notes (including accrued interest) not previously converted by HK XGC or redeemed by EMED shall, on the date on which funds are first made available to any member of the Group (as defined in the Loan Note Instrument) pursuant to a senior ranking credit agreement to be made available by financial institutions for the restart of operations at EMED's Rio Tinto Mine in Spain, automatically convert into ordinary shares of EMED at the Conversion Price (as defined below). Pursuant to the Loan Note Instrument, the Conversion Price is 9 pence per ordinary share, subject to adjustment as set out in the Loan Note Instrument. Based on the information set forth above, as a result of entering into the Loan Note Instrument, and assuming conversion of the Notes (including accrued interest) at the Maturity Date, XGC may, for the purposes of applicable Canadian securities laws, be considered to have acquired beneficial ownership of a maximum of 90,101,498 ordinary shares of EMED which would constitute approximately 7.1% of the then maximum outstanding ordinary shares of EMED, based on there being 1,185,915,948 ordinary shares of EMED in issue as of June 20, 2013 and after giving effect to the Loan Note Instrument. As a result and including ordinary shares of EMED owned by HK XGC prior to the execution of the Loan Note Instrument, XGC would have beneficial ownership of 227,727,679 ordinary shares of EMED, which would constitute approximately 17.8% of the outstanding ordinary shares of EMED.
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, XGC's business or financial condition and other factors and conditions XGC deems appropriate, XGC may in the future take such actions with respect to its investment in EMED as 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, 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 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 parent company, GMK Holding Co., Ltd ("GMK"), is a leading privately owned enterprise group in China including significant food production interests.
SOURCE Yanggu Xiangguang Copper Co. Ltd.