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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
14th Aug 20138:30 amRNSResignation of Director
14th Aug 20138:00 amRNSHalf Yearly Report
6th Aug 20137:00 amRNSRio Tinto Copper Project Update
15th Jul 20137:00 amRNSCompletion of £9.6 million Loan Note Subscription
3rd Jul 20137:00 amRNSQUARTERLY OPERATIONAL UPDATE
26th Jun 201312:32 pmRNSAGM Director Voting Results
24th Jun 20137:00 amRNSSubscription Agreements
21st Jun 20137:39 amRNSNew Exploration Licence Awarded
20th Jun 20138:20 amRNSExercise of Options
18th Jun 201311:04 amRNSExercise of Options - Correction
18th Jun 20138:00 amRNSExercise of Options
13th Jun 201310:48 amRNSAGM Statement
13th Jun 201310:47 amRNSResult of AGM
13th Jun 20138:51 amRNSFunding Update
3rd Jun 20137:00 amRNSPermitting Update
30th May 20137:00 amRNSInvestor Briefing
23rd May 20137:00 amRNSPermitting Update
17th May 20133:00 pmRNSNotice of AGM
14th May 20133:03 pmRNSQuarterly Financial Report
23rd Apr 20137:00 amRNSEMED Mining at Master Investor
17th Apr 20137:00 amRNSQuarterly Operational Update
16th Apr 20137:00 amRNSTailings Project Update
15th Apr 20137:00 amRNSPermitting Update
4th Apr 201310:59 amRNSExercise of Options
2nd Apr 20137:00 amRNSExposure to Cyprus Bank Restructuring
25th Mar 20135:47 pmRNSAmendment of Option Agreements
25th Mar 20137:00 amRNSFinal Results
21st Mar 20133:38 pmRNSRio Tinto Copper Project Update
18th Mar 20131:05 pmRNSProposed Levy on Deposits in Cyprus
18th Feb 20137:30 amRNSEMED Mining completed an updated Technical Report
16th Jan 20137:00 amRNSQUARTERLY OPERATIONAL UPDATE
9th Jan 20137:00 amRNSShareholder Briefing
19th Dec 20129:27 amRNSResult of GM and Rio Tinto Project Update
11th Dec 20127:00 amRNSInvestor Briefing
28th Nov 201210:00 amRNSDespatch of Circular and EGM
22nd Nov 20122:00 pmRNSApproval of Interim Mining Lease Area in Slovakia
15th Nov 201210:21 amRNSRio Tinto Site Visit
14th Nov 20123:00 pmRNSQuarterly Financial Results
14th Nov 20127:00 amRNSEMED Arranges a US$50 Million Funding Package
18th Oct 20127:00 amRNSUpdate of Progress at Rio Tinto Copper Project
2nd Oct 20124:35 pmRNSReceipt of AAU public comments report
1st Oct 20127:00 amRNSAppointment of Non-Executive Director
27th Sep 20129:10 amRNSQUARTERLY OPERATIONAL UPDATE
19th Sep 20127:00 amRNSSlovakia Update
4th Sep 20127:00 amRNSEMED Mining progresses towards production
31st Aug 20121:00 pmRNSCompletion of acquisitions of remaining land
20th Aug 20121:30 pmRNSCompletion of US$5m Equity Subscription by XGC
7th Aug 20127:00 amRNS2012 Interim Results
3rd Aug 20127:00 amRNSLand Acquisition
16th Jul 20127:00 amRNSEMED MINING QUARTERLY OPERATIONAL UPDATE

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