China Nonferrous Metal Mining (Group) Co., Ltd. Plans to Acquire 10.5% Stake in SM Minerals for $11.76 Million

China Nonferrous Mining Corporation Limited (01258) announced that on June 16, SM Minerals entered into a subscription agreement with AM shareholders, pursuant to which SM Minerals agreed to issue and allot subscription shares, and the company agreed to subscribe for such shares at the subscription price. The company will pay the subscription price through share subscription, acquiring a 10.5% stake in the issued share capital of SM Minerals. The subscription price will be primarily used for technical exploration and development work at the Benkala Mining Project. This strategy helps to reduce investment risks and effectively utilize the resources and expertise of SM Minerals. The subscription price amounts to US$11,763,850, and the company shall pay the amount to the escrow account or designated bank account of SM Minerals (as confirmed by SM Minerals, the company, and AM shareholders) in immediately available funds on the closing date in accordance with the subscription agreement. According to the subscription agreement, the three parties agree to use their best efforts to cooperate in good faith to negotiate and finalize the definitive agreements, including but not limited to entering into an option agreement for the company to further acquire an aggregate of 65% of the issued shares of SM Minerals from the original shareholders by the final date.

The announcement by China Nonferrous Mining Corporation Limited outlined the contents of the preliminary agreement: the company, SM Minerals, and AM shareholders entered into preliminary agreements on November 20, 2024, January 24, 2025, and April 25, 2025, respectively, concerning the transfer of 5,265 shares of SM Minerals (representing 5% of the issued share capital of SM Minerals) for a consideration of US$5,000,000. The closing of the preliminary agreement was completed on May 16, 2025.

Regarding the reasons and benefits of the acquisition, China Nonferrous Mining Corporation Limited stated: SM Minerals is registered at the Astana International Financial Centre (AIFC) in Kazakhstan and, through its subsidiaries, owns assets such as the Benkala North mining right (with copper metal reserves of approximately 1.5 million mt) and the Benkala South exploration right, meeting the conditions for large-scale mining. This investment provides an opportunity for the group to expand its business into the copper mining sector in Kazakhstan, optimize its mineral resource portfolio, and enhance its market position and competitiveness. The addition of copper resources will drive the optimization of the group's resource strategy and future growth, marking a crucial step for long-term development. By signing the preliminary agreement, subscription agreement, and option terms, the company hopes to achieve a controlling stake in SM Minerals in the future.

China Nonferrous Mining Corporation Limited also announced on June 16 that its subsidiary, CNMC Hong Kong Holdings, signed the 2025 Gecamines Copper Cathode Purchase Agreement with Gecamines on June 16, 2025. The total value of the agreement is approximately US$67.03 million, for the purchase of 7,000 mt of high-grade copper cathode processed through the hydrometallurgical method by CNMC Huaxin. CNMC Hong Kong Holdings is a subsidiary of the company. Gecamines holds a 40% stake in the company's subsidiary, Kampombo Mining, and is a connected person at the subsidiary level of the company under the Listing Rules. Therefore, in accordance with Chapter 14A of the Listing Rules, the transactions proposed under the 2025 Gecamines Copper Cathode Purchase Agreement constitute connected transactions for the company.

According to the 2024 annual report previously released by CNMC, the company achieved revenue of $3.817 billion in 2024, up 5.8% from $3.606 billion in 2023. Net profit was $558 million, up 46.2% from $381 million in 2023. Profit attributable to owners of the company was $399 million, up 43.6%. Basic earnings per share were approximately 10.34¢, an increase of approximately 2.91¢ from 7.43¢ in 2023. In the financial review, the cost of sales was $2.767 billion, up 1.4% from $2.729 billion in 2023, primarily due to increased sales of blister copper and copper anodes, as well as rising international copper prices. Gross profit was $1.049 billion, with the gross profit margin increasing from 24.3% to 27.5%. The company effectively controlled distribution and selling expenses, which decreased to $8.7 million. In terms of business segments, the hydrometallurgy and smelting segments performed well, with external sales revenue from the hydrometallurgy segment reaching $1.094 billion and from the smelting segment reaching $2.722 billion. Overall, despite a decline in the production of copper cathode and cobalt hydroxide, the overall revenue growth remained significant, primarily driven by rising copper prices and improved production efficiency.

When commenting on CNMC's 2024 annual report and Q1 2025 results, Minsheng Securities stated that the company's net profit attributable to shareholders in 2024 reached a record high, mainly due to rising copper prices. In Q1 2025, the company's net profit attributable to shareholders increased significantly both YoY and QoQ, primarily due to rising copper prices and the normalization of copper production. Key highlights: ① Endogenous growth: CNMC's subsidiaries, including CNMC Africa Mining, CNMC Luanshya, and Chambishi Hydrometallurgy, will research and advance the following projects over the next 3-5 years: expansion of the Chambishi Southeast orebody, the new mine at CNMC Luanshya, the mining and beneficiation project at the Samba mine, and the production resumptions at the Gangpofu West orebody and MSESA orebody, indicating substantial room for endogenous growth. ② Extensive M&A: At the group level, to address horizontal competition, the DRC company and the Deziwa copper mine are expected to be injected into the publicly listed firm. ③ Rare high-dividend copper target. Risk warnings: Continuous decline in smelting and processing fees, decline in copper prices, and geopolitical risks.

In its research report commenting on CNMC, Guosen Securities stated: Regarding core mines: In 2024, CNMC Africa Mining produced approximately 68,200 mt of copper anodes, down approximately 11% YoY; CNMC Luanshya produced approximately 44,400 mt of copper cathode, up approximately 2% YoY, and 4,159 mt of copper anodes, down approximately 47% YoY; Gangpofu Mining produced approximately 34,400 mt of copper cathode, up approximately 4% YoY. High Dividend Payout Ratio: The company plans to distribute a dividend of 4.2893¢ per share, with a total dividend amount of approximately $167 million, accounting for 42% of the company's net profit attributable to shareholders in 2024. The company has maintained a dividend payout ratio of over 40% for four consecutive years since 2020, with its dividend payout ratio and dividend yield ranking among the leading levels in the industry. The company's captive mine is expected to gradually increase its annual copper production to approximately 300,000 mt in the medium and long term. Risk Warnings: Risk of mineral product selling prices not meeting expectations, risk of the company's project construction progress not meeting expectations, and risk of changes in policies related to mineral resources in overseas countries.