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Loan and Convertible Note Extension

30 Mar 2015 07:00

RNS Number : 7730I
EMED Mining Public Limited
30 March 2015
 



 

EMED Mining Public Limited

("EMED" or the "Company")

 

Extension of repayment of Loan and Convertible Notes and Financing Update

 

Further to the announcement made on 25 March 2015, EMED Mining Public Limited, the Europe-based minerals development and exploration company, is pleased to confirm the extension to the repayment terms of its existing bridging Loan and Convertible Notes (each as defined below).

 

As previously stated, on 24 December 2014, the Company announced that it had agreed an unsecured bridging finance facility for up to US$30 million (the "Loan") with Trafigura Beheer BV ("Trafigura"), Orion Mine Finance (Master) Fund I LP ("Orion") and Hong Kong Xiangguang International Holdings Limited ("Hong Kong Xiangguang"), an affiliate of Yanggu Xiangguang Copper Co. Limited ("XGC") (Trafigura, Orion and Hong Kong Xiangguang being the "Lenders"). Furthermore the Company announced that it had agreed with Orion and XGC that the maturity date of the secured convertible loan notes issued in July 2013 (the "Convertible Notes") shall be extended to be consistent with the date for repayment of the Loan (the "Note Extension").

 

Extension of Loan and Convertible Notes

 

Under the original terms of the Loan the repayment date, and therefore the maturity date of the Convertible Notes pursuant to the Note Extension, was on the earliest of 30 March 2015 or the Company raising debt or equity funding in an amount equal to or greater than the amounts outstanding under the loan agreement.

 

The Company is pleased to confirm that it has agreed with the Lenders that the Loan repayment terms, and consequently the maturity of the Convertible Notes, have been extended by three months to 30 June 2015 (together, the "March 2015 Loan & Convertible Note Extension"). In consideration for extending the term of the Loan, should a meeting of shareholders not be called by 30 April 2015 in order to approve a long term funding package, the Company has agreed to pay an extension fee of 0.5% on all outstanding amounts (including accrued interest and costs) owed to the Lenders pursuant to the Loan and the Convertible Notes. Additionally, a further fee equal to 1% would be payable should a meeting of shareholders not be called by 31 May 2015. All other repayment terms of the Loan and Convertible Notes remain unchanged.

 

Working Capital Update

 

As at 26 March 2015, the Company had a cash balance of approximately €5.5 million with a further US$6 million available under the Loan, subject to the consent of the Lenders. The Company believes the current cash position, excluding the remaining funds under the Loan, is sufficient to last through until mid-April. Once the Company has received the remaining US$6 million available under the Loan it will meet creditor payments which are due in mid-April 2015. The Company then expects to continue to monitor expenditures and creditor terms such that its current cash balance and funds available under the Loan satisfy its working capital requirements into May 2015. The Company presently expects that, based on recent negotiations, it has sufficient working capital to allow it to enter into definitive documentation for the longer term financing package described below.

 

 

Long term financing

 

As updated on 25 March 2015, the Company remains in dialogue with its three largest shareholders, Trafigura, Orion and XGC with regard to a long term financing solution for its Rio Tinto Copper Project ("Proyecto Riotinto"). The Company remains in advanced discussion with these shareholders and hopes to agree the terms of a financing package shortly.

 

 

 

Restoration Bond

 

The Company is pleased to confirm that the restoration bond of €13 million has been presented to, and approved by, the relevant regulatory authority at the Junta de Andalucia. The successful lodging of this bond was a condition precedent to be fulfilled at least one month prior to the start of production activities at the Proyecto Riotinto. The bond did not require any use of the cash reserves of the Company as it had originally been anticipated in earlier capital cost estimates.

 

Financial Statements for the year ended 31 December 2014

 

The Company has determined that it is a "designated foreign issuer" pursuant to National Instrument 71-102 and therefore no longer has the requirement to publish its annual financial statements within three months of the year end. Accordingly, the Company is not required to release its financial statements for the year ended 31 December 2014 by 31 March 2015. The Company does however anticipate releasing financial statements during the course of April 2015.

 

 

Related Party Transaction

 

The Lenders are all related parties of the Company and the March 2015 Loan & Convertible Note Extension is deemed to be a related party transaction under the AIM Rules for Companies. The Independent Directors of the Company, being all of the Directors (who do not have an interest in the Loan) other than Harry Liu (by virtue of his association with XGC), consider, having consulted with EMED's nominated adviser Canaccord Genuity Limited, that the terms of the March 2015 Loan & Convertible Note Extension are fair and reasonable insofar as the Company's shareholders are concerned.

 

The March 2015 Loan & Convertible Note Extension would also be considered "related party" transactions and "connected transactions" under Multilateral Instrument 61-101 - Protection of Minority Shareholders in Special Transactions ("MI 61-101"). However, the Company has determined that it is a "designated foreign issuer" pursuant to National Instrument 71-102 - Continuous Disclosure and Other Exemptions Relating to Foreign Issuers, and is therefore exempt from the application of MI 61-101 in reliance thereon.

 

Alberto Lavandeira, CEO of the Company, commented: "We are fully focused on working with our key stakeholders to ensure that we achieve the goals we have set for starting and then ramping up production at Proyecto Riotinto. The three largest shareholders have shown their intentions to continue supporting the fast track development of the project."

 

Enquiries

 

EMED Mining

Roger Davey/Alberto Lavandeira

+34 959 59 28 50

Canaccord Genuity Limited

Ryan Gaffney/Henry Fitzgerald-O'Connor

+44 207 523 8000

Brandon Hill Capital

Oliver Stansfield

+44 203 463 5061

Walbrook PR

Nick Rome

+44 207 933 8780

For further information on the Company's activities, visit www.emed-mining.com.

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
AGRSESFUWFISELD
Date   Source Headline
20th May 20159:18 amRNSFinancing Update
8th May 20155:08 pmRNSFinal Results
5th May 201510:04 amRNSFinancing Update and Notice of Results
7th Apr 20153:00 pmRNSFurther US$6m from Unsecured Bridging Finance
30th Mar 20157:00 amRNSLoan and Convertible Note Extension
25th Mar 20157:00 amRNSFinancing Update
23rd Feb 20152:50 pmRNSOperations Update
23rd Jan 201510:55 amRNSFinal Permitting Obtained
23rd Jan 20159:26 amRNSPermitting Update
29th Dec 20143:29 pmRNSPermitting Update
24th Dec 201411:08 amRNSFinancing Update and Board Changes
22nd Dec 201410:00 amRNSSlovakian Exploration Licences Update
22nd Dec 20147:00 amRNSUpdate Regarding EGM Requisition Notice
15th Dec 20147:00 amRNSManagement Update
17th Nov 20145:03 pmRNSUpdate Regarding EGM Requisition Notice
14th Nov 20147:00 amRNSQuarterly Financial Report
6th Nov 20144:34 pmRNSHolding(s) in Company
5th Nov 20147:05 amRNSRio Tinto Copper Project Update
15th Oct 201410:09 amRNSNotice of EGM Requisition
8th Oct 20147:00 amRNSQuarterly Operations Update
10th Sep 20147:00 amRNSIssue of Equity and Directors' Shareholdings
9th Sep 20147:00 amRNSAppointment of Nominated Adviser
27th Aug 201410:06 amRNSNotification of Change of Shareholding
26th Aug 20149:35 amRNSTrafigura Acquires Additional Shares in EMED
21st Aug 201410:06 amRNSDirector's Share Purchase
20th Aug 20146:03 pmRNSCompletion of the £13.1 million subscription
15th Aug 201412:01 pmRNSHalf Yearly Report
15th Aug 20147:00 amRNSSubscription Agreement
31st Jul 20145:46 pmRNSChange in Significant Shareholder
31st Jul 20149:23 amRNSChange in Substantial Shareholdings
26th Jun 20147:30 amRNSApproval of 8.8m Euro Grant
11th Jun 20142:47 pmRNSResult of AGM
11th Jun 201411:00 amRNSAGM Statement
16th May 20147:30 amRNSNotice of AGM
14th May 20147:00 amRNSQuarterly Financial Report
11th Apr 20142:45 pmRNSTransfer of Mining Rights to Rio Tinto Project
28th Mar 20144:13 pmRNSSigning of AAU
27th Mar 20147:00 amRNSAnnual Results
20th Mar 20147:00 amRNSAppointment of Directors
20th Feb 20147:00 amRNSReceipt of Dictamen Ambiental
6th Feb 20149:50 amRNSUpdate of Progress at the Rio Tinto Copper Project
17th Jan 201411:02 amRNSRio Tinto Project Update
18th Dec 20137:00 amRNSCONDITIONAL PLACING TO RAISE £5.5 MILLION
27th Nov 20137:00 amRNSEMED Mining at Mines & Money London
13th Nov 20132:36 pmRNSOwnership of the Rio Tinto Copper Project is Clear
11th Nov 20137:00 amRNSQuarterly Financial Report
27th Sep 20137:00 amRNSAppointment of Director
19th Sep 20137:00 amRNSResignation of CEO
16th Sep 20137:00 amRNSRio Tinto Copper Project Restart Update
11th Sep 20137:00 amRNSPrecious Metals Summit Presentation

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