VANCOUVER, BC, Nov. 8, 2021 /CNW/ - Trevali Mining
Corporation ("Trevali" or the "Company") (TSX: TV) (BVL:
TV) (OTCQX: TREVF) (Frankfurt:
4TI) today announced that the Company has entered into a share
purchase agreement (the "Agreement") with Cerro De Pasco Resources
Inc. (CNSX: CDPR) ("Cerro De Pasco" or "CDPR"), pursuant to which
it has agreed to sell its Santander Mine in Peru to
Cerro De Pasco (the "Transaction")
by way of a sale of the shares held by Trevali in its Peruvian
subsidiary Trevali Peru S.A.C. ("Trevali Peru"). Under the terms of
the Agreement, Trevali will receive 10 million common shares of
Cerro De Pasco, C$1 million in cash (subject to adjustment as
described below), and a 1% Net Smelter Return Royalty on certain
areas of the Santander Mine site that exclude areas on which there
is currently a defined Mineral Resource. The CDPR common shares
issued to Trevali as consideration are expected to represent
approximately 3.5% of the current issued and outstanding shares of
Cerro De Pasco following the closing
of the Transaction.
Ricus Grimbeek, President and CEO commented, "The divestiture of
Santander is consistent with our disciplined capital
allocation strategy of focusing on corporate debt reduction
and investing in the RP2.0 expansion project at Rosh
Pinah. We thank the team at Santander for their commitment and
dedication and we wish them continued success as part of
Cerro De Pasco. We will work
closely with the team to ensure a smooth transition and look
forward to working with Cerro De
Pasco to continue to add value at Santander."
Transaction Highlights
Pursuant to a Share Purchase Agreement dated November 4, 2021, Trevali will sell the shares of
the entity that holds the interest in the Santander mine, including
all assets and liabilities associated with it, to CDPR in exchange
for consideration comprised of:
- 10 million shares of CDPR, to be issued subject to the
following conditions:
-
- 1,000,000 shares to be freely tradable at closing, and
- 9,000,000 shares to be released from escrow during the 36
months following closing, with 1,500,000 shares being released
every six months following closing.
- CAD$1 million cash, subject to
positive or negative adjustment to the extent that there is more or
less than US$7.5 million of working
capital remaining in Trevali Peru at closing.
- A Net Smelter Return Royalty equal to 1% on the areas of the
Santander Mine Site outside of the areas hosting those resources
currently defined at the Magistral and Santander Pipe deposits.
- A contingent payment of US$2.5
million in the event that the LME average zinc price for
2022 is equal to or greater than US$1.30/lb.
- Pre-Emptive Rights granted to Trevali pursuant to which,
subject to customary exceptions, Trevali is able to maintain its
percentage interest in CDPR in the event of equity issuances by
CDPR.
The Transaction is subject to customary closing conditions,
including approval of the Canadian Securities Exchange, and is
expected to close in Q4 2021.
Share Consolidation
Trevali is also pleased to announce that its Board of Directors
has approved a consolidation (the "Consolidation") of the common
shares of the Company on a [ten-to-one] basis. The Company has 989
million common shares outstanding and if completed, the
Consolidation would reduce the issued and outstanding common shares
to approximately 98.9 million common shares. Subject to TSX
Approval, the Company anticipates that the Consolidation will take
effect on or around December 1, 2021,
at which time the common shares will trade on a consolidated basis
under the existing name and trading symbol.
ABOUT TREVALI
Trevali is a global base-metals mining Company headquartered in
Vancouver, Canada. The bulk
of Trevali's revenue is generated from base-metals mining at
its four operational assets: the 90%-owned Perkoa Mine in
Burkina Faso, the 90%-owned Rosh
Pinah Mine in Namibia, the
wholly-owned Caribou Mine in northern New Brunswick, Canada and the wholly-owned
Santander Mine in Peru. In
addition, Trevali owns the Halfmile and Stratmat Properties
and the Restigouche Deposit in New
Brunswick, Canada. Trevali also owns an effective
44% interest in the Gergarub Project in Namibia, as well as an option to acquire a
100% interest in the Heath Steele
deposit located in New Brunswick, Canada.
The shares of Trevali are listed on the TSX (symbol TV), the
OTCQX (symbol TREVF), the Lima Stock Exchange (symbol TV), and
the Frankfurt Exchange (symbol 4TI). For further details on
Trevali, readers are referred to the Company's website
(www.trevali.com) and to Canadian regulatory filings on
SEDAR at www.sedar.com.
Cautionary Note Regarding Forward-Looking Information and
Statements
This news release contains "forward-looking information" within
the meaning of Canadian securities legislation and "forward-looking
statements" within the meaning of the United States Private
Securities Litigation Reform Act of 1995 (collectively,
"forward-looking statements"). In certain cases, forward-looking
statements can be identified by the use of words such as "plans",
"expects", "outlook", "guidance", "budget", "scheduled",
"estimates", "forecasts", "intends", "anticipates" or "believes",
or variations of such words and phrases or statements that certain
actions, events or results "may", "could", "would", "might", "will
be taken", "occur" or "be achieved" or the negative of these terms
or comparable terminology.
Forward-looking statements relate to future events or future
performance and reflect management's expectations or beliefs
regarding future events including, but not limited to, statements
with respect to the closing of the Transaction, including the
anticipated timing and amount of the consideration for the sale of
the Santander Mine, including the amount of cash payments to be
received by Trevali, if any; the extent of Trevali's future
ownership of CDPR; and expectations relating to the completion of
the proposed consolidation, including the timing thereof.
Forward-looking statements are based on the beliefs, expectations,
assumptions and opinions of management of the Company as of the
date the statements are published, including, with respect to the
forward-looking statements in this news release, that the
Transaction closes on the timeline currently expected and that the
Company is able to complete the proposed Consolidation on the terms
and the timeline proposed. By their very nature, forward-looking
statements involve known and unknown risks, uncertainties and other
factors which may cause the actual results, performance or
achievements of the Company to be materially different from any
future results, performance or achievements expressed or implied by
the forward-looking statements, including, without limitation, the
risk that the Transaction will not close on the timeline currently
expected or at all; the risk that the Company will not receive any
cash as consideration for the sale of the Santander Mine; the risk
that Trevali's interest in CDPR may be diluted and Trevali may not
benefit from its shareholdings in CDPR; the risk that Trevali may
not complete the Consolidation on the timeline or terms currently
proposed, or at all; and other risks of the mining industry
including, without limitation, other risks and uncertainties that
are more fully described in the Company's annual information
form, interim and annual audited consolidated financial statements
and management's discussion and analysis of those statements, all
of which are filed and available for review under the Company's
profile on SEDAR at www.sedar.com. Although the Company has
attempted to identify important factors that could cause actual
actions, events or results to differ materially from those
described in forward-looking statements, there may be other factors
that cause actions, events or results not to be as anticipated,
estimated or intended. Trevali provides no assurance that
forward-looking statements will prove to be accurate, as actual
results and future events may differ from those anticipated in such
statements. Accordingly, readers should not place undue reliance on
forward-looking statements.
SOURCE Trevali Mining Corporation