China Nonferrous Mining Corporation has arranged a proposed US$300 million convertible bond issue to finance the development of the Shaft No. 28 sulphide project at its Luanshya copper operation in Zambia.
The Hong Kong-listed company signed a subscription agreement on 26 August 2026. A book-building exercise has been completed, but the transaction remains subject to regulatory, listing and other closing conditions. The intended issue date was 2 September, although the agreement permits a later date within the specified completion period. Hong Kong Stock Exchange filing
This distinction matters. China Nonferrous has secured terms and a conditional subscription agreement, but the proceeds should not be described as received until the transaction closes.
The company expects approximately US$300.58 million in net proceeds after fees and other expenses. It intends to use the entire amount for Shaft No. 28—not for a general group of overseas copper developments.
A financing instrument built around equity upside
The bonds will mature in September 2031 and pay no interest. They will be issued at 100.5% of face value and redeemed at 100%, producing a slightly negative yield for investors who hold them without converting.
The commercial attraction lies in the conversion option.
Bondholders will be able to convert their debt into China Nonferrous shares at an initial price of HK$22.18 per share. That is 29% above the company’s HK$17.20 closing price on 26 August.
If all bonds are converted at the initial price, the company would issue approximately 106 million shares, representing about 2.65% of its enlarged share capital. Existing shareholders would therefore face limited but measurable dilution.
Investors may also require the company to redeem their bonds at face value in September 2029. The structure gives China Nonferrous low-cost capital while offering bondholders exposure to a potential increase in its share price.
It also transfers part of the financing decision into the future. If investors convert, the debt becomes equity. If they do not, China Nonferrous must repay the principal under the applicable redemption terms.
Funding more than half of the deep project
Shaft No. 28 forms the deep component of the wider Luanshya New Mine development. China Nonferrous estimates its total investment at approximately US$530 million.
At the stated net proceeds, the bond would finance about 56.7% of this requirement. Approximately US$229 million would remain to be covered through company funds or other financing sources, assuming the project cost does not change.
The deep project has a planned four-year construction period and an expected mine life of 17 years. At full capacity, it is designed to process 2.2 million tonnes of ore annually and produce copper concentrate containing approximately 43,000 tonnes of copper per year. Company announcement on the Luanshya development
The separate shallow development covering the southern Muliashi and Mashiba sections carries a planned investment of approximately US$150 million. It is designed to process 800,000 tonnes of ore and produce concentrate containing about 12,000 tonnes of copper annually.
The convertible-bond proceeds are allocated specifically to Shaft No. 28 and should not be presented as financing for both components.
Development of the deep sulphide resource is intended to extend Luanshya’s operating life and increase concentrate supply to the Chambishi smelter. This internal link matters because China Nonferrous operates an integrated African copper system spanning mining, concentration, leaching and smelting.
A Zambia investment within a wider African portfolio
China Nonferrous operates copper and cobalt businesses in Zambia and the Democratic Republic of Congo and recently expanded into Kazakhstan. Its Congolese assets include Kambove Mining, Lualaba Copper Smelter, Huachin operations and related mining and processing businesses. China Nonferrous corporate presentation
However, the bond filing does not allocate any of the proceeds to the DRC.
The immediate economic exposure belongs to Zambia: construction expenditure, employment, contractor demand, additional ore processing and longer-term concentrate supply. Suppliers will still need to determine how much of the project’s procurement will be placed locally and which packages will be awarded to international engineering and equipment companies.
The next measurable financial event is completion of the bond issue. Operationally, the larger test is whether China Nonferrous delivers Shaft No. 28 within its four-year construction period and converts US$530 million of planned investment into 43,000 tonnes of annual contained-copper capacity.
