EMED Mining Public Limited ("EMED Mining" or the "Company") has sent a circular to shareholders (the "Circular") giving notice of an Extraordinary General Meeting ("EGM") of the Company to be held at 10.00 a.m. Cyprus time on 22 November 2010 at the Company's registered office at 1 Lampousas Street, 1095 Nicosia, Cyprus. The EGM will consider resolutions to approve the issue of ordinary shares of 0.25 pence each in the capital of the Company ("Ordinary Shares") pursuant to (i) a proposed fundraising in Canada and/or the United Kingdom; (ii) the grant of warrants to the Company's placing agents in connection with the fundraising; (iii) to Iberian Resources Portugal Minerals Unipessoal LDA ("Iberian Resources") in connection with the acquisition and potential exercise of the Regua Option (as defined below); and (iv) the proposed grant of options to the Company's executives and employees.
The TSX Listing, the Placing and the Alternative Placing
As announced on 21 October 2010, the Company intends to establish a second listing on the Toronto Stock Exchange (the "TSX Listing"). In connection with the TSX Listing, the Company has appointed Canaccord Genuity Corp., GMP Securities L.P. and Paradigm Capital Inc. (the "Canadian Agents") as its agents to raise funds from institutional and other investors in Canada (the "Placing"). The Company may also seek to simultaneously raise money from shareholders and other investors in the United Kingdom (the "Alternative Placing") through its brokers Fox-Davies Capital Limited and Fairfax I.S. plc (the "UK Agents").
The Company is proposing to raise no less than C$20 million and up to C$35 million, before expenses, pursuant to the Placing and/or the Alternative Placing. Under Cyprus company laws, approval must be obtained from the Company's shareholders ("Shareholders") to issue new shares and the Board believes that it would be advantageous to have Shareholder approval at or around the time that commitments are received from investors. Accordingly, the Company is now seeking approval to issue such shares. The number of Ordinary Shares to be issued pursuant to the Placing and/or the Alternative Placing (the "Placing Shares") and the issue price (the "Placing Price") will be determined in consultation with the Company's placing agents following marketing to investors and will be notified to Shareholders as soon as practicable following its determination. In addition, at the EGM the Directors will present Shareholders with a report setting out the number of Ordinary Shares to be issued pursuant to the Placing and/or the Alternative Placing and together with confirmation that the Placing Price is fair and reasonable.
Pursuant to the Placing the Company has agreed to grant warrants to the Canadian Agents to subscribe for such number of Ordinary Shares as is equal to 5.5 percent of the number of Placing Shares issued pursuant to the Placing except in respect of any subscriptions from certain strategic investors, on which warrants will be granted to subscribe for such number of Ordinary Shares as is equal to 1.0 percent of the number of Placing Shares issued to such strategic investors. It is anticipated that the warrants would be exercisable at the Placing Price for a period of 18 months following completion of the Placing. It is anticipated that, pursuant to the Alternative Placing, the Company will be required to grant warrants to the UK Agents on a similar basis. The approvals sought at the EGM would permit the Directors to grant all such warrants.
Option with Iberian Resources over the Regua Tungsten Project
As announced on 21 September 2010, the Company conditionally acquired from Iberian Resources an option (the "Regua Option") over the assets comprising the Regua Tungsten Project on 15 September 2010 pursuant to the Regua Option Agreement. The acquisition of the Regua Option is subject to approval by Shareholders of the issue of 2,500,000 Ordinary Shares at 10.5 pence per share. The Company is therefore seeking approval of the Shareholders at the EGM for the issue of such Ordinary Shares.
The purpose of acquiring the Regua Option is to permit the Company to fully evaluate the potential of the Regua Tungsten Project and, dependent upon the results of such evaluation, the Company may acquire the project. Tungsten has been classified as a critical raw material by the European Commission, due to the tightness of global supply. The Iberian Peninsula has historically been one of the major sources of tungsten supply outside of China.
In the event that the Regua Option is exercised, the Company has also agreed to pay €750,000 to Iberian Resources either in cash or Ordinary Shares. If the Company elects to satisfy this consideration by the issue of Ordinary Shares, the price at which such shares shall be determined by dividing the consideration by the volume weighted average price of an Ordinary Share for the 10 trading days prior to the Company giving notice to exercise the Regua Option. The Company is therefore seeking Shareholders' approval to the issue of such additional Ordinary Shares in the event that the Company exercises the Regua Option and elects to issue Ordinary Shares rather than pay cash.
Authority to grant options
At the EGM, Shareholders will also be asked to approve the grant of options to subscribe for up to 10 million Ordinary Shares to the Directors and to employees, consultants and advisers of the Company and its subsidiaries at a minimum exercise price of the mid-market closing price of an Ordinary Share on the last trading day prior to the date of grant. The options will be exercisable for a period of four years from the date of grant. The Directors consider that granting Options at an exercise price of not less than the mid-market closing price of an Ordinary Share on the date of grant is fair and reasonable.
Copies of the Circular will be available free of charge at the Company's registered office at 1 Lampousas Street, 1095 Nicosia, Cyprus during normal business hours on any weekday until 4 December 2010 (Saturdays, Sundays and public holidays excepted) and from the Company's website at www.emed-mining.com.
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Notes to Editors: About EMED Mining Public Limited
EMED Mining was admitted to trading on the AIM market of the London Stock Exchange in May 2005. The Company is committed to responsible development of metal production in Europe, with a focus on copper, gold and critical raw materials.
The Group's region of interest is the tectonic belts spanning across Europe and over to the Middle East. The strategy is to evaluate exploration and development opportunities in several jurisdictions throughout this quality mineral belt and to promote sustainable development practices through the implementation of European Union and other international standards. The Company strictly implements its Environmental & Community Policies.
EMED Mining is focused on two key projects in Spain and Slovakia with excellent potential to add significant value:
Copper in Spain: The copper-mining district of Spain is probably among the best known in the world for its metal endowment. The Company's first priority is to commence production of its wholly-owned Rio Tinto Mine which is the largest metal deposit in Spain and contains a fully installed and maintained operational complex - an open pit mine, copper-concentrator and waste disposal facilities.
Gold in Slovakia: The Company has made a significant gold discovery at Biely Vrch and is advancing planning and permitting for its potential development. A revised Scoping Study prepared by AMC Consultants (UK) Ltd has confirmed the attractive economics of developing a mine at Biely Vrch - based on gold prices of >US$1,000/ounce (currently >US$1,300/ounce). A matter of equal importance to the assessment of the technical merits of our projects in Slovakia is the degree of social licence gained. EMED Mining personnel have built-up outstanding relationships with the Slovak government, local communities, business chambers, scientific societies and other stakeholders that are based on integrity, transparency and progress. These stakeholders have been very supportive of the responsible development of metal production operations in Slovakia.
EMED Mining has the following other notable earlier-stage activities:
§ Exploration licences in the copper-mining districts of Cyprus;
§ An option over a tungsten deposit in Portugal; and
§ A 20% shareholding in KEFI Minerals Plc which operates exploration joint ventures in Turkey and Saudi Arabia.
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