HAMILTON, Bermuda, Aug. 18, 2014 /CNW/ - Orion Mine Finance announced today that, on August 15, 2014, Orion Mine Finance (Master) Fund I LP ("OMF Fund I"), a fund managed by Orion Mine Finance Management I Limited, entered into an agreement to acquire ownership of 140,000,000 newly issued ordinary shares (the "Offered Shares") of EMED Public Mining Limited ("EMED") at a price of 7.25 pence per share, by way of a private placement for aggregate consideration of £10,150,000. Based on the Bank of Canada's published noon rate of exchange on August 14, 2014, the foregoing amounts are equal to approximately C$0.1321 per share for aggregate proceeds of C$18,487,210.
The purchase of the Offered Shares by OMF Fund I will be part of a larger offering (the "Offering") which involves the concurrent issue and sale of 41,200,000 newly issued ordinary shares of EMED on a private placement basis to Yanggu Xiangguang Copper Co. Ltd. ("XGC"). Pursuant to the Offering, an aggregate of 181,200,000 ordinary shares of EMED will be issued to OMF Fund I and XGC. The Offering is intended to close on or around August 20, 2014, subject to the satisfaction of certain customary conditions.
The Offered Shares to be purchased by OMF Fund I represent approximately 11.2% of the currently outstanding ordinary shares (the "Ordinary Shares") of EMED and approximately 9.8% of the outstanding Ordinary Shares assuming completion of the Offering.
Orion currently owns, or exercises control or direction over, 67,954,787 Ordinary Shares, representing approximately 5.4% of the currently outstanding Ordinary Shares. In addition, Orion currently owns, or exercises control over, approximately £2,784,338 principal amount of convertible notes issued by EMED (with the principal amount being calculated as of June 30, 2014). The notes have a term of 18 months to January 12, 2015 and can be repaid at the election of the note holder or converted into new Ordinary Shares at a conversion price of 9 pence per share. The notes are also convertible into Ordinary Shares at alternate conversion prices in other limited circumstances, including the drawdown by EMED from certain project financing facilities and a change of control of EMED. Assuming the conversion of Orion's convertible notes at 9 pence per share, Orion would own, or exercise control or direction over, 98,891,874 Ordinary Shares, representing approximately 7.7% of the then outstanding Ordinary Shares.
Following completion of the Offering, Orion will own, or exercise control or direction over, 207,954,787 Ordinary Shares, representing approximately 14.5% of the then outstanding Ordinary Shares. Assuming the conversion of Orion's convertible notes at 9 pence per share, Orion would own, or exercise control or direction over, 238,891,874 Ordinary Shares, representing approximately 16.3% of the then outstanding Ordinary Shares.
Orion is acquiring the Offered Shares for investment purposes. Orion has no current plan or proposal which relates to, or would result in, acquiring additional ownership or control over the securities of EMED. Depending on market conditions, Orion's view of EMED's prospects and other factors considered relevant by Orion, Orion may acquire additional securities of EMED from time to time in the future, in the open market or pursuant to privately negotiated transactions, or may sell all or a portion of its securities of EMED.
Orion's address is Cannon's Court, 22 Victoria Street, Hamilton, Bermuda HM12.
Certain statements in the press release are forward-looking statements and are prospective in nature, including statements with respect to Orion's future intentions regarding the securities of EMED. Forward-looking statements are not based on historical facts, but rather on current expectations and projections about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations. Such forward-looking statements should therefore be construed in light of such factors, and Orion is not under any obligation, and expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.
SOURCE: Orion Mine Finance Management I Limited
For further information: Please refer to the Early Warning Report posted on SEDAR or contact Jeffrey T. Kechejian at (212) 596-3474.