Zijin Mining Group Company Limited (02899) has announced that on January 29, 2026 (after trading hours), the Company, the Issuer, and the Managers entered into a subscription agreement. The Managers have agreed, subject to the terms and conditions set out in the subscription agreement, to subscribe and pay for, or procure subscribers to subscribe and pay for, bonds to be issued by the Issuer with an aggregate principal amount of up to US$1.5 billion. The Company has unconditionally and irrevocably guaranteed the due and punctual payment of all amounts payable by the Issuer under the Trust Deed and the Bonds, as outlined in the Guarantee Deed. Under the circumstances detailed in the Terms and Conditions, the Bonds may be converted into H Shares at an initial conversion price of HK$63.30 per H Share (subject to adjustment). This initial conversion price represents a premium of approximately 37.19% over the last reported closing price of HK$46.14 per H Share on The Stock Exchange of Hong Kong Limited on January 29, 2026, the trading day the subscription agreement was signed. Assuming full conversion of the Bonds at the initial conversion price of HK$63.30 per H Share, the Bonds would be convertible into approximately 185 million H Shares. This would represent about 3.09% of the existing issued H Shares and approximately 0.70% of the existing issued share capital as of the date of this announcement. Furthermore, it would account for about 2.99% of the issued H Shares and approximately 0.69% of the issued share capital as enlarged by the issuance of the Conversion Shares upon full conversion of the Bonds. The Conversion Shares will be fully paid and will rank equally in all respects with the H Shares in issue on the relevant record date. Upon completion of the Bond issue, the net proceeds from the Bond subscription (after deducting underwriting commissions and other estimated expenses related to this offering) are expected to be approximately US$1.527 billion.
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