REG - EMED Mining Public - Result of EGM and Appointment of Director <Origin Href="QuoteRef">EMED.L</Origin>

Atalaya MiningAnnouncement

16/07/2015 12:18

RNS Number : 9970Q
EMED Mining Public Limited
23 June 2015
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A BREACH OF THE RELEVANT SECURITIES LAWS OF SUCH JURISDICTION.
23 June 2015
EMED Mining Public Limited
("EMED" or the "Company")
RESULT OF EGM AND APPOINTMENT OF DIRECTOR
Results of EGM
Further to the announcement of 28 May 2015 in which the Company announced a Capital Raising of up to 64.9 million by way of a Subscription, Placing and Open Offer, EMED is pleased to announce that its shareholders passed all of the Resolutions proposed at the Company's Extraordinary General Meeting held at 11.00 a.m. (London time) today. Admission to trading on AIM of the 2,060,520,685 New Ordinary Shares to be issued pursuant to the Capital Raising and the Capitalisation Issue is expected to commence at 8.00 a.m. (BST) on 24 June 2015.
Director Appointment
The Company is also pleased to announce the appointment of Jesus Fernandez Lopez (aged 39) to the Board of Directors. Mr Fernandez is Principal at Galena Asset Management S.A and is the head of the M&A team for the Trafigura Group. Mr Fernandez joined the Trafigura Group in June 2004 and has 15 years of experience in mining investments and financing. Mr. Fernandez is currently a director of Cadillac Ventures Inc. and Mawson West Limited. He was previously a director of Tiger Resources Limited, Anvil Mining Limited and Iberian Minerals Corp. plc. 
Mr. Fernandez has a Master of Science degree (Finance and Investment) from the University of Exeter and a Licenciatura (Economics degree) from the Universidad de Cantabria, Spain.
In terms of the appointment of Jesus Fernandez Lopez to the board, there is no further information that is required to be disclosed pursuant to Schedule 2 paragraph (g) of the AIM Rules for Companies, save for the following:
Current directorships/partnerships
Cadillac Ventures Inc.
Mawson West Ltd.
Past directorships/partnerships
Tiger Resources Limited
Anvil Mining Limited
Iberian Minerals Corp. plc
Jesus Fernandez Lopez currently beneficially owns 3,925,000 ordinary shares in the Company.
Notice of Annual General Meeting
Further to the announcement on 11 May 2015 of the Company's results for the year ended 31 December 2014, the Company confirms that it will hold its Annual General Meeting on or before 14 August 2015. 
Alberto Lavandeira, CEO of the Company, commented: "The completion of this Capital Raising and support from existing and new investors allows us to restart and expand production at Proyecto RioTinto earlier than had been anticipated. 
"We would also like to welcome Mr. Fernandez to the Board and look forward to updating the market with further new appointments in due course."
Capitalised terms in this Announcement, unless otherwise defined, have the same meaning given to them in the announcement issued by the Company on 28 May 2015.
Canadian Early Warning Report Disclosure 
The issuance of this news release is not an admission that an entity named in the news release is a joint actor with another named entity or, except as expressly stated in this news release owns or controls any described securities.
EMED will issue an aggregate of 1,150,526,314 New Ordinary Shares of EMED at a price of 4.75 pence per New Ordinary Share (the "Subscription") to three existing cornerstone investors (Orion, Urion, HKX each as hereinafter defined) and one new cornerstone investor (Liberty Metals & Mining) by way of private placement as set forth below. Pursuant to the Debt Set-Off Deedthe Lenders (Orion, Trafigura, XGC) and the Loan Noteholders (Orion and XGC) will be issued a total of 215,327,706 Capitalisation Issue Shares in satisfaction of amounts due pursuant to the Bridge Loan and the Convertible Loan Notes (the "Capitalisation" and together with the Subscription, the "Transactions").
Hong Kong Xiangguang International holdings Limited, Unit 1005, 10/F Prosperous Building, 48-52 Des Voeux Road Central, Hong Kong ("HKX"), an affiliate of Yanggu Xiangguang Copper Co. Ltd. ("XGC") will acquire ownership of 233,684,210 New Ordinary Shares pursuant to the Subscription for aggregate consideration of 11.1 million. The New Ordinary Shares to be purchased represent approximately 16.2% of the currently issued and outstanding shares of EMED (prior to giving effect to the Transactions). Pursuant to the Debt Set-Off Deed, HKX will acquire ownership over a total of 328,106,447 Capitalisation Issue Shares representing approximately 22.8% of the currently issued and outstanding shares of EMED. Upon completion of the Transactions, XGC will own or exercise control or direction over a total of 767,655,838 Ordinary Shares representing approximately 21.9% of the issued and outstanding shares of EMED on Admission. 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 deemed appropriate, XGC may in the future take such actions with respect to its investment in EMED as XGC deems appropriate. 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 of the foregoing.
Liberty Metals & Mining Holdings, LLC 175 Berkeley Street, Boston MA 02116 ("Liberty Metals & Mining") will acquire ownership of 489,473,684 New Ordinary Shares (approximately 34% of the issued and outstanding Ordinary Shares of EMED (prior to giving effect to the Transactions) pursuant to the Subscription for aggregate consideration of 23.25 million. Upon completion of the Transactions, Liberty Metals & Mining will own, or exercise control or direction over 489,473,684 Ordinary Shares representing approximately 14.0% of the issued and Outstanding Shares of EMED. Liberty Metals & Mining will own, or exercise control or direction over 489,473,684 Ordinary Shares representing approximately 14% of the issues and outstanding shares of EMED on Admission. Liberty Metals & Mining will acquire 489,473,684 Ordinary Shares for investment purposes and may increase or decrease such holdings depending on future market conditions and other factors. 
Pursuant to the Subscription Agreement, EMED has granted to each Investor for so long as that Investor, together with is associates, has a beneficial interest in (A) not less than 10% of the total issued voting share capital of EMED from time to time (excluding any shares issued pursuant to Exempt Issuances (as defined below), the right to appoint a director to the board of EMED and (B) not less than 5% of the total issued voting share capital of EMED from time to time (excluding any shares issued pursuant to Exempt Issuances (as defined below), a pre-emptive right to participate on a pro-rata basis on all further issuances of Ordinary Shares or securities convertible into Ordinary Shares by EMED (subject to certain exceptions such as the issue of shares in connection with compensation arrangements, stock options and contractual commitments in force at the time of completion of the Transactions (as disclosed in the Subscription Agreement) and certain issues of shares for non-cash consideration ("Exempt Issuances"). In addition, EMED has agreed to pay the fees and expenses of each Investor's legal advisers and mining consultants up to a maximum amount for each Investor of 100,000.
Enquiries
EMED
Roger Davey/Alberto Lavandeira
+34 959 59 28 50
Canaccord GenuityLimited (Corporate Broking)
Henry Fitzgerald-O'Connor/
Oliver Donaldson
+44 207 523 8000
Brandon Hill Capital
Oliver Stansfield
+44 203 463 5061
Walbrook PR
Nick Rome
+44 207 933 8783
Other Advisers
Hannam & Partners (corporate finance adviser)
For further information on the Company's activities, visit www.emed-mining.com. 
IMPORTANT NOTICES
No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by either of the Bookrunners or by any of their respective affiliates or agents or brokers, as to or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.
Canaccord Genuity is acting for the Company and for no-one else and will not be responsible to anyone other than the Company for providing the protections afforded to customers of Canaccord Genuity nor for providing advice to any other person in relation to any matter referred to herein. Canaccord Genuity is authorised and regulated in the United Kingdom by the Financial Conduct Authority ("FCA").
Brandon Hill is acting for the Company and for no-one else and will not be responsible to anyone other than the Company for providing the protections afforded to customers of Brandon Hill nor for providing advice to any other person in relation to any matter referred to herein. Brandon Hill is authorised and regulated in the United Kingdom by the FCA.
The distribution of this announcement in certain jurisdictions may be restricted by law. No action has been taken by the Company, Canaccord Genuity or Brandon Hill that would permit the possession or distribution of this announcement in any such jurisdiction. Persons into whose possession this announcement becomes available are required by the Company, Canaccord Genuity and Brandon Hill to inform themselves about, and to observe, such restrictions.
The information in this announcement shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, the securities referred to herein in any jurisdiction in which such offer, solicitation or sale would require preparation of a prospectus or other offer documentation, or be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction.

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