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Enter Symbol
or Name
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CA



Trevali Resources Corp
Symbol TV
Shares Issued 56,704,220
Close 2010-12-16 C$ 1.70
Market Cap C$ 96,397,174
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Trevali, Kria sign LOI for merger

2010-12-16 17:01 ET - News Release

Also News Release (C-KIA) Kria Resources Ltd

Mr. Mark Cruise of Trevali reports

TREVALI AND KRIA RESOURCES ANNOUNCE FRIENDLY BUSINESS COMBINATION TO CREATE PLATFORM FOR A NEW INTERMEDIATE BASE METALS PRODUCER

Trevali Resources Corp. and Kria Resources Ltd. have entered into a letter of intent to complete a business combination whereby Trevali will acquire all of the issued and outstanding common shares of Kria and Kria will become a wholly owned subsidiary of Trevali. It is anticipated that the transaction will occur by way of a plan of arrangement, and will be subject to receipt of all necessary regulatory, court and shareholder approvals, including disinterested shareholder approval by the Kria shareholders as a consequence of Cardero Resource Corp. holding in excess of 10 per cent of each of Trevali and Kria.

Pursuant to the terms of the letter agreement, Trevali intends to acquire all of the issued and outstanding common shares of Kria on the basis of 0.2 of a common share of Trevali for each common share of Kria (the exchange ratio). In connection with the proposed transaction, it is proposed that the name of the resulting issuer be changed to Trevali Mining Corp.

Based on the closing price of Trevali on the Toronto Stock Exchange on Dec. 15, 2010, the exchange ratio implies an offer price of 33.4 cents per Kria common share and values Kria's equity at approximately $44-million on a fully diluted in-the-money basis based on a closing price per share of Trevali on Dec. 15, 2010, of $1.67.

The offer price represents a 33.6-per-cent premium to the closing price of Kria on the TSX Venture Exchange on Dec. 15, 2010, and a 25.2-per-cent premium based on the 30-day value-weight average prices of both companies for the period ended Dec. 15, 2010.

Upon completion of the transaction, the combined company will have approximately 76.4 million issued and outstanding common shares, and Trevali and Kria shareholders will own approximately 74.2 per cent and 25.8 per cent of the combined company, respectively. The terms of the transaction have been unanimously approved by the boards of directors of both Trevali and Kria.

Dr. Mark Cruise, president and chief executive officer of Trevali, stated, "The opportunity of combining our future production base in Peru with Kria's assets in the established New Brunswick base-metal camp will provide both Kria and Trevali shareholders with significant cash flow growth potential, lower risk with multiple production platforms and a strengthened management team."

Mike Hoffman, president and chief executive officer of Kria, stated: "We are very excited with the potential of combining with Trevali to form the basis of a new mid-tier base-metal producer in the Americas. With near-term cash flow potential coming from our Halfmile mine in 2011 and from Trevali's Santander toward the end of 2011, the combined company will be positioned to strongly fund future growth."

Conference call

The management teams of both Trevali and Kria will host a conference call to discuss the transaction will be held at 10:30 a.m. EST (7:30 a.m. PST) on Friday, Dec. 17, 2010, to provide shareholders, securities analysts and investors the opportunity to hear management discuss the business transaction outlined herein. The call can be accessed by dialling 1-416-340-2217 or 1-866-696-5910 (toll-free) and use passcode 2002053. A corporate presentation of the proposed transaction will be available on Trevali's website for review in conjunction with the conference call.

Highlights of combined entity

  • Operations diversified across two world-leading mining jurisdictions, Peru and Canada;
  • Provides diversification from a single advanced project to two mines with production anticipated in 2011-2012;
  • Cash flow expected in 2011 once Halfmile begins supplying feed on a toll-milling basis to Xstrata Zinc's Brunswick 12 mine and Santander mill commissioning commences in late 2011;
  • Significant increase in tonnages and contained metal in all resource categories, including over 1.6 billion pounds of in situ zinc indicated resources and 2.8 billion pounds of in situ zinc inferred resources (see attached table);
  • Excellent resource expansion potential at Santander where all four newly discovered polymetallic deposits (Magistral North, Central, South and Puajanca South), in addition to the historic Santander pipe, remain open for expansion at shallow-to-moderate depths;
  • Robust, advanced project pipeline (short-to-medium term) including potential mill expansion at Santander and construction of a new mill at Halfmile-Stratmat following planned closure of Xstrata's Brunswick 12 facility;
  • Anticipated cash flow from Santander to help offset a portion of the capital requirements necessary to finance the proposed new Halfmile-Stratmat mill in approximately 2012-2013;
  • Quality exploration portfolio at the Santander project -- numerous high-priority targets scheduled for aggressive drill testing in early 2011
  • Company will have significant leverage to commodity price increases, specifically zinc and silver in the near term;
  • Listing on the TSX with a senior Lima Stock Exchange (BVL) listing in progress anticipated to result in improved stock liquidity and strong rerating potential based on a portfolio of multiple mines, near-term cash flow and strong production growth profile;
  • World-leading partners Glencore International (Santander) and Xstrata Zinc (Halfmile);
  • Expanded talent pool of experienced geoscientists, mining engineers, management team and board of directors.

                     TREVALI AND KRIA RESOURCE ESTIMATES

                                                     Ag     Zn    Pb    Cu    Ag
                          Tonnes  %Zn   %Pb   %Cu  (g/t) (mlbs) (mlb) (mlb) (moz)
Indicated resources
Trevali -- Santander   5,858,000 3.86  1.35  0.08    44    498   174    10   8.3
Trevali -- Santander
tailings               1,656,000 2.74                      100
Kria -- Halfmile       6,262,000 8.13  2.58  0.22    31  1,122   356    30   6.2
                      ---------- ----  ----  ----    --  -----   ---    --  ----
Total indicated       13,776,000 6.07  1.99  0.15    37  1,720   530    41  14.5

Inferred resources
Trevali -- Santander   4,806,000 5.08  0.44  0.07    21    538    47     7   3.2
Kria -- Halfmile       6,078,000 6.69  1.83  0.14    21    896   245    19   4.0
Kria -- Stratmat       5,524,000 6.11  2.59  0.40    54    744   315    49   9.6
Kria -- Ruttan        19,750,000 1.47     -  1.17     -    640     -   509     -
                      ---------- ----  ----  ----    --    ---   ---   ---   ---
Total inferred       36,158,000 3.54  0.76  0.73    15  2,818   607   584  16.9

Kria Halfmile and Stratmat resources are calculated on 5-per-cent zinc-equivalent grades, Ruttan on a 1-per-cent copper-equivalent grade and Trevali's Santander resources calculated at 3-per-cent zinc-equivalent grades. See the Kria news releases in Stockwatch of Sept. 23, 2008, March 2, 2009, and Feb. 23, 2009, for further information on resource estimates, and the Trevali news release in Stockwatch of Nov. 2, 2010, on Trevali's resource estimate. In addition, detailed technical reports are available on SEDAR.

Board of directors recommendations

The transaction will be subject to receipt of all necessary regulatory acceptances/approvals, and the approval of the Kria shareholders and the approval of the Trevali shareholders. The board of directors of Kria and the board of directors of Trevali have determined to recommend that the shareholders of Kria and the shareholders of Trevali, respectively, vote in favour of the transaction.

Transaction details

The terms of the transaction will be described in detail in the joint management information circular of Trevali and Kria to be filed with the regulatory authorities, and mailed to Trevali and Kria shareholders in accordance with applicable securities laws. Officers, directors and major shareholders of Kria who hold approximately 22.5 per cent of Kria have agreed to enter into lockup and support agreements with Trevali under which they have agreed to vote in favour of the transaction. As well, officers, directors and major shareholders of Trevali who hold 26.3 per cent of Trevali have agreed to enter into lockup and support agreements with Kria under which they have agreed to vote in favour of the transaction.

The newly combined company will draw on the expertise from both companies to fulfill management responsibilities. The newly combined board will comprise the current Trevali directors and a representative of Kria, Mr. Hoffman. Dr. Cruise will remain president and chief executive officer of the combined company.

The transaction comports with Trevali's strategy to create a mid-tier polymetallic (zinc-lead-copper-silver) mining company focused on the Americas. The combined entity will focus on generating value for its shareholders by maximizing value from its advanced, near-term production zinc-lead-copper-silver asset base, with the aim of commencing production from Kria's Halfmile and Trevali's Santander projects in 2011-2012.

The letter agreement includes a commitment by Kria not to solicit alternative transactions to the proposed transaction. Trevali has also been provided with certain other rights customary for a transaction of this nature, including the right to match competing offers made to Kria in the event Kria receives a superior proposal. Pursuant to the terms of the letter agreement, the parties have agreed to pay the other party a break fee in the amount of 3 per cent of the market value of Kria in certain circumstances and Trevali will have to pay to Kria a break fee of 3 per cent of the market value of Kria in certain circumstances.

The transaction is subject to the parties entering into a definitive agreement by Jan. 15, 2011, and the receipt of all necessary regulatory approvals and necessary shareholder and disinterested shareholder approvals at special meetings of Kria and Trevali, respectively, to be held no later than April 29, 2011. Closing of the transaction is set to occur shortly after the shareholder meetings.

Trevali, in conjunction with its partner, Glencore International AG, has recently commenced preoperation construction at its planned 2,000-tonne-per-day Santander zinc-lead-silver mine project in the central Peruvian polymetallic belt, Peru. Mine commissioning is currently scheduled for late 2011 with full production to follow immediately thereafter.

Kria's Halfmile zinc-lead-silver-copper project is located in the Bathurst massive sulphide belt of New Brunswick. Advanced permitting and engineering studies are in progress with proposed production at a rate of 2,000 tonnes per day anticipated to commence in 2011.

Cardero presently holds 15 million shares (15.2 per cent) of Kria, plus warrants to acquire an additional 15 million shares. In addition Cardero holds 7,032,432 shares of Trevali (12.36 per cent), plus warrants to acquire an additional 2,857,144 shares. As a consequence, the transaction constitutes a related-party transaction within the meaning of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions, and will require approval by the shareholders other than Cardero.

Cardero loan

Under the terms of the revised Halfmile and Stratmat property purchase agreement dated July 15, 2009, between Kria and Xstrata Canada Corp., Kria is obligated to make a payment of $8-million (U.S.) to Xstrata on or before Jan. 16, 2011. Kria has entered into a term sheet with Cardero whereby Cardero has agreed to lend Kria $8-million (U.S.) to advance the property payment to Xstrata. The loan will be advanced to Kria on or about Jan. 14, 2011, bear interest at 10 per cent per annum, calculated monthly, not in advance and shall be repayable on or before Jan. 14, 2012. As security for the loan, Kria will grant in favour of Cardero a first-charge mortgage and security interest over all its assets and undertakings. In connection with the loan, Kria has agreed to issue Cardero approximately 6.4 million common share purchase warrants of Kria (bonus warrants). Each bonus warrant will entitle the holder to acquire a common share of Kria at an exercise price of 25 cents until Jan. 14, 2012. As Cardero currently holds approximately 15.2 per cent of the issued and outstanding common shares of company, Cardero and Kria are related parties within the meaning of MI 61-101. As such, the issuance of the bonus warrants will remain subject to receipt of disinterested shareholder approval by the Kria shareholders. Upon receipt of disinterested shareholder approval and the issuance of the bonus warrants, the interest rate of the loan will retroactively be reduced to 8 per cent, to be calculated monthly and not in advance.

Advisers

Trevali has engaged Axemen Resource Capital Ltd. as its financial adviser. A special committee consisting of independent members of Trevali's board of directors has been established to review the proposed transaction. Paradigm Capital Inc., financial adviser to the special committee, has provided an opinion to the special committee that the proposed transaction is fair from a financial point of view to Trevali's shareholders (other than Cardero).

Kria has engaged Raymond James Ltd. to act as financial adviser to the special committee of Kria, which consists of independent board members. Raymond James has provided an oral opinion to the Kria special committee that, subject to certain assumptions and limitations set out therein, the proposed transaction is fair from a financial point of view to the shareholders of Kria. Raymond James will provide the Kria special committee with a written fairness opinion prior to the parties entering into the definitive agreement.

The scientific and technical contents of this news release relating to Kria have been supervised, reviewed and approved by Dayle Rusk, PGeo, vice-president, exploration, of Kria, and Mr. Hoffman, PEng, both of whom are qualified persons as defined under NI 43-101 guidelines.

The scientific and technical contents of this news release relating to Trevali have been supervised, reviewed and approved by Dr. Cruise, Trevali's president and chief executive officer, and a qualified person under NI 43-101 guidelines.

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