Saturday, 23 September 2023 06:57 GMT

Jinping (Singapore) Mining Pte. Ltd. Completes Transaction With Xanadu Mines Ltd.

(MENAFN- GlobeNewsWire - Nasdaq)

SINGAPORE, March 10, 2023 (GLOBE NEWSWIRE) -- Jinping (Singapore) Mining Pte. Ltd. (“Jinping”) announces the completion of the following transaction (the“Transaction”).

Jinping, an indirect wholly-owned subsidiary of Zijin Mining Group Co., Ltd. (“Zijin”), acquired via private placement 179,116,132 ordinary shares (the“Xanadu Shares”) in the capital of Xanadu Mines Ltd. (“Xanadu”) for an agreed consideration of A$7,164,645.28 (A$0.04 per share) (the“Phase II Placement”). Based on the exchange rate of A$1:C$0.9114 on March 9, 2023, the consideration in Canadian dollars is C$6,529,857.71.

The Phase II Placement occurred pursuant to a subscription agreement entered into on 21 December 2022 between Xanadu, Jinping and Zijin (the“Subscription Agreement”). As a result of the Phase II Placement, Jinping now holds 318,116,132 Xanadu Shares (representing 19.42% of the issued and outstanding Xanadu Shares). Prior to the completion of the Phase II Placement, Jinping held 139,000,000 Xanadu Shares (representing 9.53% of the issued and outstanding Xanadu Shares) (the“Phase I Placement Shares”).

Pursuant to the Subscription Agreement, Jinping has the right to nominate one director to the board of Xanadu for so long as Jinping holds voting power of not less than 10% in Xanadu. Pursuant to a subscription agreement dated 19 April 2022 between Xanadu, Jinping and Zijin in relation to Jinping's subscription for the Phase I Placement Shares, Jinping continues to have a limited and conditional participation right in future capital raisings of Xanadu for so long as Jinping's shareholding interest in Xanadu is not less than 5%.

In addition to the Phase II Placement, Jinping and Zijin also entered into a share subscription agreement with the Xanadu and Khuiten Metals Pte. Ltd. (“Khuiten Metals”) (which indirectly holds 76.5% of the rights, title and interest in Xanadu's flagship Kharmagtai Copper-Gold Project in Mongolia (the“Project”)) pursuant to which Jinping subscribed for 50% of the shares of Khuiten Metals (the“Khuiten Metals Shares”) in consideration of US$35 million. Jinping acquired the Khuiten Metals Shares on March 10, 2023 (the“Commencement Date”). Khuiten Metals, Jinping and Xanadu previously entered into a joint venture shareholders' agreement dated 21 December, 2022 in respect of a 50/50 joint venture (the“Khuiten JV”) that was later formed on the Commencement Date. The intention of the Khuiten JV is to enable the parties to work co-operatively to fund the exploration, development and operations of the Project.

Neither Jinping nor Zijin have any current intention to increase or decrease its beneficial ownership over any additional securities of Xanadu.

The head office address for Xanadu Mines Ltd. is Level 12, 680 George Street, Sydney, NSW 2000 Australia. Jinping's office address is 6 Temasek Boulevard, #41-02/03 Suntec Tower Four, Singapore (038986). A copy of Jinping's early warning report will be filed on Xanadu's SEDAR profile at .


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