EMED Mining Public Ltd

Published : September 11th, 2015

Proposed Consolidation of Ordinary Shares, amendment of the Articles of Association, Change of Name to Atalaya Mining plc and notice of Extraordinary General Meeting

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Proposed Consolidation of Ordinary Shares, amendment of the Articles of Association, Change of Name to Atalaya Mining plc and notice of Extraordinary General Meeting

EMED (AIM: EMED, TSX: EMD), the Europe-based minerals development and exploration company, is pleased to announce that it is convening an Extraordinary General Meeting in order to consolidate the Existing Ordinary Shares, amend the Articles of Association and to change the name of the Company to Atalaya Mining plc.
A Circular and notice of EGM are today being posted to shareholders and will be made available on the Company's website at www.emed-mining.com and under the Company's profile on SEDAR at www.sedar.com(link is external). The EGM will be held on 13 October 2015 at 12.00 p.m. (BST) at the offices of Field Fisher Waterhouse LLP, 9th Floor, Riverbank House, 2 Swan Lane, London EC4R 3TT.

Background to and reasons for the Consolidation and the Change of Name
2015 has been a very exciting year for the Company principally through the re-establishment of production at the Riotinto Copper Project. The Company will now be focusing on ramping up production and becoming a significant European copper producer. Accordingly, in order to better reflect the prospects for the Company and to help reinvigorate its presence in the capital markets, the Board is proposing a share consolidation and change of name.
The Company's current issued share capital consists of approximately 3.5 billion Existing Ordinary Shares. The number of shares has resulted from a number of capital raisings since the Company's incorporation in 2004 in order to fund its operations, including most recently the issue of approximately 2.1 billion shares to raise capital to help fund the development of the Riotinto Copper Project and capitalise certain borrowings from cornerstone Shareholders. The Board considers that the current issued share capital is considerably higher than similar sized companies on AIM and the TSX and it believes that this affects negatively investors' perception of the Company. Accordingly, following consultation with certain of the Company's Shareholders, the Consolidation is being proposed in order to reduce the number of Ordinary Shares that are in issue to a level more in line with comparable AIM and TSX listed companies. The Directors believe that the Consolidation may improve the liquidity and marketability of Ordinary Shares to a wider range of investors, including institutional investors. The Board is hopeful that the Consolidation will make the Ordinary Shares a more attractive investment proposition.
The Company is proposing to change its name to 'Atalaya Mining plc'. Corta Atalaya, part of the Company's flagship Riotinto Copper Project, was at one time the largest open-pit mine in Europe. Corta Atalaya takes its name from the village of La Atalaya which was founded in 1883 to accommodate miners of the San Dionisio copper vein. The Board believes that the proposed name better reflects the Company's primary focus, being the restart of production of the Riotinto Copper Project, rather than its projects in the Eastern Mediterranean.

Consolidation of share capital and amendment to the Articles

At the EGM, the Directors are inviting Shareholders to approve a Resolution which will authorise the Consolidation. The share capital of the Company will be re-organised by consolidating all of the issued and unissued Existing Ordinary Shares into ordinary shares of 7.5 pence on the basis of one New Ordinary Share for every 30 Existing Ordinary Shares, such shares having the same rights and being subject to the same restrictions (save as to nominal value) as the Existing Ordinary Shares as set out in the Articles.
As at the date of this announcement, the Company has 3,500,386,633 Existing Ordinary Shares in issue. To effect the Consolidation, it will be necessary to issue a further 17 Existing Ordinary Shares to increase this to 3,500,386,650 Existing Ordinary Shares which is exactly divisible by 30. These 17 additional Existing Ordinary Shares would be issued to the Company's broker, Canaccord Genuity Limited. Since these additional shares would only represent a fraction of a New Ordinary Share, this fraction would be sold pursuant to the arrangements for fractional entitlements described below.
In addition, Shareholders will be asked to approve an amendment to the Articles to include a new regulation which, upon a variation of the Company's share capital, will entitle the Company's directors to deal with ordinary shares representing fractional entitlements to which Shareholders would otherwise be entitled. In particular, the Company's directors may sell such ordinary shares and distribute the proceeds of sale after deduction of the expenses of the sale in due proportion amongst the Shareholders, except that if the amount due to a person is less than three pounds (£3.00) the sum may be retained by the Company.
As all of the Existing Ordinary Shares are proposed to be consolidated, the proportion of the issued ordinary shareholdings in the Company held by each Shareholder immediately before and after the Consolidation will, save for fractional entitlements, remain unchanged. In the event that the number of Existing Ordinary Shares attributed to a Shareholder is not exactly divisible by 30, the Consolidation will generate an entitlement to a fraction of a New Ordinary Share.
Accordingly, following the Consolidation, any Shareholder who has a fractional entitlement to any New Ordinary Shares, will not have a proportionate shareholding of New Ordinary Shares exactly equal to their proportionate holding of Existing Ordinary Shares. Furthermore, any Shareholders holding fewer than 30 Existing Ordinary Shares at the Consolidation Record Date will cease to be Shareholders in the Company.

Resulting share capital
Assuming no Ordinary Shares are issued between the date of the Circular and immediately before the EGM (other than the 17 Ordinary Shares mentioned above), the issued share capital of the Company immediately following the Consolidation will change and is expected to comprise 116,679,555 New Ordinary Shares. The authorised share capital will be £15,000,000 divided into 200,000,000 New Ordinary Shares. The last day for dealing in the Existing Ordinary Shares on AIM and TSX is expected to be 20 October 2015.
Application will be made for the New Ordinary Shares to be admitted to trading on AIM in place of the Existing Ordinary Shares. Subject to the Shareholder approval of the proposed Consolidation and amendment to the Articles, it is expected that Admission will become effective and that dealings in the New Ordinary Shares will commence on 21 October 2015.
Application has been made for the New Ordinary Shares to be posted for trading on the TSX, subject to Shareholder approval of the proposed Consolidation and amendment to the Articles, and TSX approval. The New Ordinary Shares are expected to be posted for trading on the TSX on a post-Consolidation basis on 21 October 2015.
Shareholders who hold Depositary Interests will have such interests disabled in their CREST accounts on the Consolidation Record Date, and their CREST accounts will be credited with Depositary Interests representing the New Ordinary Shares to which they are entitled following Admission, which is expected to take place on 21 October 2015.
Following the Consolidation, any existing share certificates will cease to be valid and new share certificates are expected to be despatched to those Shareholders who hold their Existing Ordinary Shares in certificated form, on or before 4 November 2015.
With respect to Shareholders who hold their Existing Ordinary Shares through Computershare Canada, all such Existing Ordinary Shares are held in electronic positions with CDS or otherwise, and as such no letter of transmittal will be mailed to shareholders in connection with effecting the Consolidation. No action is required to be taken by a registered or non-registered Shareholder in order for such Shareholders to receive the New Ordinary Shares to which they are entitled upon completion of the Consolidation. Settlement of the New Ordinary Shares in CDS is expected to occur on or about 23 October 2015.

Expected timetable 2015

Circular posted to Shareholders - 11 September

Latest time and date for receipt of CREST Voting Instructions - 12.00 p.m. (BST) on 7 October

Latest time and date for receipt of Forms of Instruction - 12.00 p.m. (BST) on 7 October

Latest time and date for receipt of Forms of Proxy -12.00 p.m. (BST) on 11 October

Extraordinary General Meeting - 12.00 p.m. (BST) on 13 October
Last day of dealings in the Existing Ordinary Shares - 20 October
Record time and date for the Consolidation - 5.00 p.m. (BST) on 20 October
Admission effective and dealings in New Ordinary Shares expected to commence on AIM -8.00 a.m. (BST) on 21 October
Crediting of CREST accounts with Depositary Interests representing New Ordinary Shares - 8.00 a.m. (BST) on 21 October

New Ordinary Shares expected to be posted for trading on TSX -9.30 a.m. (EST) on 21 October

CDS account settlement date of New Ordinary Shares - on or about 23 October
Despatch of definitive share certificates in respect of New Ordinary Shares in certificated form
by 4 November
Despatch of fractional entitlement cheques or payments through CREST - 14 days after sale in full of the aggregated fractional entitlements to New Ordinary Shares

Share Capital Statistics
Number of Existing Ordinary Shares at the date of the Circular
Number of Existing Ordinary Shares in issue at the EGM
Number of New Ordinary Shares in issue immediately following the Consolidation

(1) Capitalised terms have the meaning given to them in the list of Definitions set out at the end of this announcement.
(2) In this announcement, unless otherwise noted, all references to times are to Cyprus time, references to '£' and 'p' are to British pounds and pence sterling respectively, references to '$' are to Canadian dollars, references to 'US$' are to United States dollars and references to '€' refer to Euros.
(3) The timing of events in the above timetable and the rest of this announcement are indicative only. If any of the times or dates should change, the revised times and/or dates will be notified by an announcement to a RIS.
(4) Unless otherwise stated, the information contained in this announcement is as of 10 September 2015, being the latest applicable date prior to publication of the announcement.

Alberto Lavandeira, CEO, commented:
'With the focus now firmly on production and further developing the historic mine the Company is very much a different entity to the one that came to the market. With all licences and financing in place to produce 7.5Mta we are excited by the prospects and ability to grow our operations. As such we are now establishing a structure that reflects our current standing as we focus on maximising returns for shareholders.'

- See more at: http://www.emed-mining.com/news/announcements/proposed-consolidation-ordinary-shares-amendment-articles-association-change-name#sthash.f4rZcGCU.dpuf
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EMED Mining Public Ltd

ISIN : CY0000100319
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EMED is a gold and copper development stage company based in Cyprus.

EMED develops gold, copper and zinc in Cyprus and in Spain, and holds various exploration projects in Cyprus.

Its main assets in development are PROYECTO RIO TINTO in Spain and KLIROU in Cyprus and its main exploration properties are DETVA, STIAVNICA-HODRUSA and BIELY VRCH in Slovakia and KLIROU in Cyprus.

EMED is listed in United Kingdom. Its market capitalisation is GBX 54.7 billions as of today (US$ 65.5 billions, € 57.4 billions).

Its stock quote reached its lowest recent point on September 18, 2015 at GBX 0.12, and its highest recent level on January 17, 2022 at GBX 404.00.

EMED has 135 475 650 shares outstanding.

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Corporate Presentations of EMED Mining Public Ltd
3/19/2007Research Reports on EMED Mining
Annual reports of EMED Mining Public Ltd
Annual report 2007
Financings of EMED Mining Public Ltd
3/27/2015: Extension of Repayment of Loan and Convertible Notes and F...
Nominations of EMED Mining Public Ltd
9/27/2013: Appointment of Director
9/17/2007Raises £3.3 Million Net, Signs Funding Agreement, Appointmen...
9/14/2007raises £3.3m, signs funding agreement, appoints joint broker
Financials of EMED Mining Public Ltd
11/11/2013Quarterly Financial Statement
5/14/2013: Quarterly Financial Report
Project news of EMED Mining Public Ltd
2/20/2014receives Dictamen Ambiental for the Rio Tinto project
12/18/2013he Rio Tinto Copper Project
9/17/2013Rio Tinto Project update by Harry Adams
9/16/2013Rio Tinto Project Update
6/13/2013secures $15m for Rio Tinto project
5/23/2013Permitting Progress Update for Commencement of Site Works at...
2/18/2013has completed an updated NI 43-101 Technical Report
10/18/2012on Progress at Rio Tinto Copper Project
8/31/2012Completion of acquisitions of remaining land needed for Rio ...
8/3/2012acquired remaining land needed for Rio Tinto Copper Mine
7/9/2012tain land plots
12/5/2011directed to introduce integrated envrionmental management o...
10/12/2011Political Support for Rio Tinto Mine
5/17/2010(Proyecto Rio Tinto)Update
3/3/2010(Biely Vrch)Biely Vrch and Slovakia gold exploration update
2/10/2010(Proyecto Rio Tinto)Preliminary Review Issued by Ministry of Environment
2/2/2010(Proyecto Rio Tinto)Restart of Rio Tinto Mine
11/24/2009(Proyecto Rio Tinto)Rio Tinto Mine start-up - Permit processes move forward
7/2/2009(Proyecto Rio Tinto)Rio Tinto Mine - Copper Project Update: Continued Progress T...
1/7/2008(Klirou)Update on Klirou Copper-Zinc Project and Other Opportunities...
1/7/2008(Klirou)Cyprus Project Update
2/15/2007 Positive Feasibility Study
5/22/2006(Klirou)Copper resource identified in Cyprus
3/27/2006(Klirou)acquires 100% of Tamari Llc in Georgia
Corporate news of EMED Mining Public Ltd
11/2/2015Receipt of Claim from Astor Management AG
10/21/2015Change of Name and Consolidation of Ordinary Shares
9/11/2015Proposed Consolidation of Ordinary Shares, amendment of the ...
9/10/2015Half Yearly Financial Statements
9/9/2015EMED Mining's September 2015 Investor Presentation
9/7/2015Director Appointments
9/7/2015EMED Mining Public Limited Announces Director Appointments
9/2/2015Operations Update
7/29/2015Result of AGM
7/29/2015AGM Statement
7/16/2015Award of Municipal Activity Licence
7/9/2015Management Update
7/9/2015EMED Mining Public Limited Announces Management Update
7/6/2015Notice of AGM
6/30/2015EMED Mining Public Limited: Posting of Annual Report
6/24/2015Revised Admission Date
6/24/2015Revided Admission Date
6/24/2015Result of EGM and Appointment of Director
6/22/2015Result of Open Offer
6/22/2015EMED Mining Public Limited Announces Result of Open Offer
5/28/2015Subscription, Placing and Open Offer to raise approximately ...
5/28/2015Subscription, Placing and Open Offer to raise approximately ...
4/7/2015Further US$6 million from Unsecured Bridging Finance Facilit...
3/30/2015Extension of repayment of Loan and Convertible Notes and Fin...
3/27/2015EMED Mining Public Limited: Extension of Repayment of Loan a...
3/25/2015Financing Update
3/20/2015March 2015 Investor Presentation
2/24/2015Operations Update
2/24/2015Operations Update
2/23/2015EMED Mining Public Limited ("EMED" or the "Company") Operati...
1/23/2015Final Permitting Obtained
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1/23/2015Permitting Update
1/23/2015EMED Mining Public Limited: Permitting Update
12/30/2014Permitting Update
12/29/2014EMED Mining Public Limited ("EMED" or the "Company") Permitt...
12/24/2014Unsecured Bridging Finance Facility, Extension of Convertibl...
12/24/2014EMED Mining Public Limited: Financing Update and Board Chang...
12/22/2014EMED Mining Public Limited: Slovakian Exploration Licences U...
12/22/2014Slovakian Exploration Licences Update
12/22/2014EMED Mining Public Limited: Update Regarding EGM Requisition...
12/15/2014EMED Mining Public Limited Announces Management Update
11/17/2014EMED Mining Public Limited ("EMED" or the "Company") Update ...
11/14/2014EMED Mining Public Limited Announces Quarterly Financial Rep...
11/6/2014EMED Mining Public Limited ("EMED" or the "Company") Notific...
11/5/2014EMED Mining Public Limited: Rio Tinto Copper Project Update
10/15/2014EMED Mining Public Limited: Notice of EGM Requisition
10/8/2014EMED Mining Public Ltd ("EMED Mining", "EMED" or the "Compan...
9/10/2014EMED Mining PLC ("EMED Mining", "EMED" or the "Company") Iss...
9/9/2014EMED Mining Public Limited Announces Appointment of Nominate...
8/27/2014EMED Mining Public Limited: Notification of Change of Shareh...
8/26/2014Trafigura Acquires Additional Shares in EMED
8/21/2014EMED Mining Public Limited: Director's Share Purchase
8/20/2014Completion of the £ 13.1 Million (Approximately US$22 Millio...
12/18/2013Interview with John Leach, Finance Director of EMED Mining
11/27/2013at Mines & Money London
11/14/2013Ownership of the Rio Tinto Copper Project
9/11/2013Presentation at Precious Metals Summit in Colorado
8/15/2013Interview with Harry Adams of EMED Mining
8/6/2013: Rio Tinto Copper Project Update
7/3/2013Quarterly Operational Update
6/18/2013Exercise of Options
6/17/2013post AGM Q&A session
6/13/2013: Funding Update
5/30/2013plc: Investor Briefing
5/20/2013Notice of AGM
4/23/2013at Master Investor - 27 April 2013
4/18/2013Harry Anagnostaras-Adams talks about latest corporate devel...
4/15/2013reports progress on permitting
4/2/2013: Exposure to Cyprus Bank Restructuring
3/18/2013Proposed Levy on Deposits in Cyprus
2/18/2013completed an updated Technical Report
11/14/2012Arranges a US$50 Million Funding Package with Cornerstone C...
10/3/2012AAU public comments from the Environment Ministry
9/27/2012: Quarterly Operational Update
8/7/2012Half Yearly Results
7/5/2012poised to woo back investors
6/26/2012Investor Briefing
3/5/2012agrees $175 million finance package with Goldman Sachs
2/17/2012Despatch of Circular and Notice of Extraordinary General Mee...
2/6/2012Proposed Subscription, Support and Arrangements
1/9/2012of Holdings and Issue of Equity
10/5/2011Quarterly Investor Briefing
9/23/2011Issue of Shares
9/6/2011Permitting Update
6/3/2011Proactive Investors interview
8/18/2010Receives Regulatory Clarifications for Tailings Dams
6/15/2010Result of AGM & Chairmans Statement
6/8/2010Agrees Debt-Repayment Plans with Department of Social Securi...
5/12/2010Final Results
3/8/2010Edison & Equity Developments analyst notes
2/1/2010Quarterly Report
1/14/2010Update of Site Activities at Rio Tinto Mine
1/6/2010EGM circular
12/24/2009Issue of Share Options
12/23/2009Results of EGM
11/30/2009Proyecto Rio Tinto Update
11/27/2009Spanish press articles
11/27/2009Issue of Shares
8/17/2009Result of EGM
6/22/2009Laboratory facilities at Minas de Río Tinto in Andalucia pre...
6/9/2009Convertible Loan Financing­ Remaining Conditions Satisfied
3/6/2009Convertible Secured Loan Facility of up to $8.5 million and ...
2/24/2009Initial Mineral Resource for Biely Vrch Gold Deposit, Slovak...
12/19/2008Season's Greetings
9/23/2008Interim Results to 30 June 2008
9/17/2008on Gold Exploration in Slovakia
9/12/2008Greetings from Harry
8/26/2008Quarterly Report
8/19/2008Biely Vrch Gold Exciting Intercept - 460 Metres at 1.1g/t
7/22/2008Three latest research notes on EMED Mining
7/14/2008Latest Research Note on EMED Mining
6/13/2008Confirmation of Third Porphyry Gold Discovery in Slovakia
6/5/2008Loan Agreement
6/4/2008Results of Annual General Meeting
5/7/2008 raises £10million in over-subscribed placing
4/2/2008Rio Tinto Update
1/14/2008 Encouraging results at third Slovakia target
11/21/2007Status Of Emed Mining s Potential Acquisition of PRT & Resta...
11/21/2007Rio Tinto Update
11/13/2007 Responsible Mineral Extraction And Environmental Protection
11/8/2007confirms gold system at Kralova
10/29/2007 results of further drilling in Slovakia
8/22/2007Porphyry Gold System Extended At Biely Vrch
8/7/2007Inaugural Quarterly Report
8/2/2007Substantial Progress on Potential Acquisition in Spain
7/9/2007Porphyry Gold System Identified at Biely Vrch
5/23/2007Biely Vrch Mineralisation Extended to 460 Metres Depth
5/11/2007Announcement - Placing of £4 Million, Slovakia Exploration a...
3/16/2007Annual General Meeting. Chairman's Address
3/12/2007Expansion of Activities in Slovakia
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