Convertible Loan Note Facility
Released
Released
Announcement PDF
ASX Announcement | 30 January 2026
Variscan Mines Limited (ASX:VAR)
CONVERTIBLE LOAN NOTE FINANCING FACILITY
Highlights
• Binding term sheet signed for A$1 million Convertible Loan Note Facility with syndicate of
mining sector-focused investors
• Enhanced financial liquidity to support exploration & development of the Novales- Udías Zinc
Project
VariscanMines Limited (ASX:VAR) (“Variscan” or “the Company”) is pleased to announce that it has
entered into a binding term sheet for an unsecured, A$1 million convertible loan note facility (the
“Facility”) to support the exploration and development of its 100% owned Novales- Udías Zinc Project
in Cantabria, northern Spain.
The Facility is being provided by a small syndicate of Professional and Sophisticated mining sector
focused investors who are supportive of the Company’s development plans and progression towards
recommencing production at the San Jose Mine. The key terms of the Facility are set out in Schedule 1.
Pursuant to the terms of the Facility, Variscan has the ability to draw funds flexibly up to a maximum of
A$1 million, for which the Company would issue 1 Note for every A$1 drawn. The Facility is currently
wholly undrawn.
Notes, if issued, would be unsecured, have a face value of A$1 per Note, a maturity date of 12 months
from the date of issuance and would be convertible into fully paid ordinary shares in Variscan at the
Noteholder’s election at a conversion price of a 20% discount to the 15-day volume weighted average
closing price of Variscan shares traded on the ASX calculated on the date of the conversion notice,
subject to a conversion cap of A$0.015 per share and a conversion floor of A$0.008 per share. The Notes
would have a 10% coupon paid annually in Variscan shares at a deemed issue price, equal to the
conversion terms set out above.
Variscan’s Managing Director & CEO, Stewart Dickson, said:
“We are delighted to have the continued support of sophisticated, mining-sector focused investors in
Variscan. Their commitment is a strong display of confidence in both Variscan and the Novales-Udias
Zinc Project in northern Spain.
We are poised to unlock further value from one of the highest-grade, development stage zinc deposits
in Europe, which is continuing to make good progress towards re-starting production. Our Explorer-
Producer strategy reflects the quality and advantages of the Novales-Udias Project. I am extremely
excited about the Company’s prospects and plans”.
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Next Steps & Way Forward
Variscan continues to deliver against itsdual-track Producer-Explorer strategyofmine restart readiness
and high-impact exploration with key upcoming catalysts including:
• Results from metallurgical test work for inclusion in the Mine Re-Start Study
• Results from geotechnical test work for inclusion in the Mine Re-Start Study
• Publication of the Mine Re-Start Study
• Further assay results from underground drilling at the Udías Mine
Schedule 1
CONVERTIBLE NOTE FACILITY TERMS
Issuer Variscan Limited (“VAR”, “Variscan” or the “Company”)
Financial Advisor Powerhouse Advisory Australia Pty Ltd (“Powerhouse”)
Investors A syndicate of four sophisticated investors (“Syndicate”)
Offer Type Convertible note (“Note”)
Principal Amount $1.0 million (the “Offer”)
Face Value $1.00 per Note.
Maximum notes to be
issued
1.0 million Notes
Maturity Date 12 months from the date of issuance
Tranches
The Company may draw any amount that is unanimously mutually agreed between
the Syndicate and the Company.
Note Issuance Notes will only be issued on capital drawn.
Coupon
10% per annum on issued Notes. Interest will accrue on the capital drawn and will
be capitalised through the conversion into Ordinary Shares on the same terms as
the Notes.
Conversion Trigger
The Notes will convert into Ordinary Shares at the election of the Noteholder. The
Notes may be repaid in cash by the Company at any time before the Maturity Date.
Conversion Price A 20% discount to the 15-day VWAP subject to the valuation cap and valuation floor.
Conversion Cap A$0.015 per share.
Conversion Floor A$0.008 per share.
Establishment Fee
2% of the Principal Amount payable to the Syndicate within 90 days of execution of
the binding term sheet on pro rata basis.
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Financial Advisor Fee
15 million options with an exercise price of $0.008 and an expiry date of 28
September 2028 to be issued to Alpine or its nominees within 10 business of
execution of the binding term sheet. (to be issued pursuant to the Company’s listing
rule 7.1 capacity)
Conditions
Precedent
Subject to ASX approval (if applicable) and shareholder approval (if applicable)
Security Unsecured
ENDS
To ask questions directly to the Variscan management team and access media content, visit our
interactive investor website at: https://variscan.com.au/s/aa7e61
This ASX announcement has been approved by the Board and authorised for issue by Mr Stewart Dickson,
Managing Director and CEO, Variscan Mines Limited
For further information, please contact:
Variscan Mines Limited (ASX:VAR)
Stewart Dickson
Managing Director & CEO
E: stewart.dickson@variscan.com.au
T: +44 (0) 7799 694195
Media & Investor Enquiries
Jane Morgan Management
Chloe Hayes / Jane Morgan
E: chloe@janemorganmanagement.com.au / jm@janemorganmanagement.com.au
P: + 61 (0) 458619317/ +61 (0) 405 555 618
We encourage all investors to share questions on this announcement via our interactive
investor hub.
Or scan the QR code.
Subscribe to our news alert service: https://variscan.com.au/s/8d46e7
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About Variscan Mines Limited (ASX:VAR)
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Visit our investor website: www.variscan.com.au
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Project Summary
The Novales-Udias Project is located in the Basque-Cantabrian Basin, some 30km southwest from the
regional capital, Santander. The project is centred around the former producing San Jose underground mine
with a large surrounding area of exploration opportunities which include a number of satellite underground
and surface workings and areas of zinc anomalism identified from recent and historic geochemical surveys.
Variscan has delineated a significant 12km mineralised trend and a sub-parallel 3km trend from
contemporary and historical data across both the Buenahora exploration and Novales mining permits.
The San Jose Mine is nearby (~9km) to the world class Reocin Mine which is the largest known strata-bound
carbonate-hosted Zn-Pb deposit in Spain1
and one of the world’s richest MVT deposits2
. Further it is within
trucking distance (~80km) from the San Juan de Nieva zinc smelter operated by Asturiana de Zinc (100%
owned by Glencore). Significantly, the Novales-Udias Project includes a number of granted mining
tenements3.
Novales-Udias Project Highlights
• Near term zinc production opportunity (subject to positive exploratory & development work)
• Updated JORC compliant Mineral Resource Estimate of 3.4Mt @ 7.6% Zn, 0.9 %Pb released in
December 20244
• Expanded tenement holding of 111 km2
(including a number of granted mining tenements)
• Regional exploration potentialforanother discovery analogous to Reocin Mine(totalpastproduction
and remaining resource 62Mt @ 8.7% Zn and 1.0% Pb5 6
)
• Trucking distance (~ 80km) from the San Juan de Nieva smelter (Glencore owned)
• Classic MVT carbonate hosted Zn-Pb district
• Historic production of high-grade zinc from San Jose Mine; average grade reported as ~7% Zn7
with
super high grade ‘bolsas’ (mineralised pods and lenses) commonly 10-20% Zn and in some
instances +30% Zn8
• Maiden drilling at Udias Mine
• Simple mineralogy of sphalerite – galena – calamine
• Mineralisation is strata-bound, epigenetic, lenticular and sub-horizontal
• Access and infrastructure all in place
• Local community and government support due to historic mining activity
1
Velasco, F., Herrero, J.M., Yusta, I., Alonso, J.A., Seebold, I. and Leach, D., (2003) ‘Geology and Geochemistry of the Reocin
Zinc-Lead Deposit, Basque-Cantabrian Basin, Northern Spain’ Econ. Geol. v.98, pp. 1371-1396.
2
Leach, D.L., Sangster, D.F., Kelley, K.D., Large, R.R., Garven, G., Allen, C.R., Gutzner, J., Walters, S., (2005) ‘Sediment-
hosted lead-zinc deposits: a global perspective’. Econ. Geol. 100th Anniversary Special Paper 561 607
3
Refer to ASX announcement of 29 July 2019
4
Refer to ASX announcement of 8 December 2024
5
Velasco, F., Herrero, J.M., Yusta, I., Alonso, J.A., Seebold, I. and Leach, D., 2003 - Geology and Geochemistry of the Reocin Zinc-Lead
Deposit, Basque-Cantabrian Basin, Northern Spain: in Econ. Geol. v.98, pp. 1371-1396.
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Cautionary Statement: references in this announcement to the publicly quoted resource tonnes and grade of the Project are historical and
foreign in nature and not reported in accordance with the JORC Code 2012, or the categories of mineralisation as defined in the JORC Code
2012. A competent person has not completed sufficient work to classify the resource estimate as mineral resources or ore reserves in
accordance with the JORC Code 2012. It is uncertain that following evaluation and/or further exploration work that the foreign/historic
resource estimates of mineralisation will be able to be reported as mineral resources or ore reserves in accordance with the JORC Code
2012.
7
These figures have been taken from historical production data from the School of Mines in Torrelavega historical archives.
8
Reports of the super high-grade mineralisation are supported with historical production data from the School of Mines in Torrelavega
historical archives. (Refer ASX release 29 July 2019)
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Figure 1. Map of Novales-Udias Project Licence Areas
Figure 2. Map of Novales-Udias Project Licence Areas and local infrastructure
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Mineral Resource Estimate for Novales-Udias Project
JORC Mineral Resource Estimate for San Jose Mine and north-eastern Udías by deposit and
classification reported above at 2% Zn+Pb cut-off (ASX announcement 9 December 2024)
Competent Person Statement
The information in this document that relates to technical information about the Novales-Udias project is based
on, and fairly represents information and supporting documentation compiled and reviewed by Dr. Mike
Mlynarczyk, Principal of the Redstone Exploration Services, a geological consultancy acting as an external
consultant for Variscan Mines. Dr. Mlynarczyk is a Professional Geologist (PGeo) of the Institute of Geologists of
Ireland, and European Geologist (EurGeol) of the European Federation of Geologists, as well as Fellow of the
Society of Economic Geologists (SEG). With over 14 years of full-time exploration experience in MVT-style zinc-
lead systems in several of the world’s leading MVT provinces, Dr. Mlynarczyk has sufficient experience which is
relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is
undertaking to qualify as a Competent Person as defined in the December 2012 edition of the “Australasian Code
for Reporting of Exploration Results, Mineral Resources and Ore Reserves” (‘JORC Code’). Dr. Mlynarczyk
consents to the inclusion in the report of the matters based upon the information in the form and context in which
it appears.
Where reference is made to previous releases of exploration results and mineral resource estimates in this
announcement, the Company confirms that it is not aware of any new information or data that materially affects
the information included in those announcements and all material assumptions and technical parameters
underpinning the exploration results and mineral resource estimates included in those announcements continue
to apply and have not materially changed.
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Forward Looking Statements
Forward-looking statements are only predictions and are not guaranteed. They are subject to known and unknown
risks, uncertainties and assumptions, some of which are outside the control of the Company. Past performance
is not necessarily a guide to future performance and no representation or warranty is made as to the likelihood of
achievement or reasonableness of any forward-looking statements or other forecast. The occurrence of events in
the future are subject to risks, uncertainties and other factors that may cause the Company’s actual results,
performance or achievements to differ from those referred to in this announcement. Given these uncertainties,
recipients are cautioned not to place reliance on forward looking statements. Any forward-looking statements in
this announcement speak only at the date of issue of this announcement. Subject to any continuing obligations
under applicable law and the ASX Listing Rules, the Company, its directors, officers, employees and agents do
not give any assurance or guarantee that the occurrence of the events referred to in this announcement will occur
as contemplated.
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