07:15:56 EDT Thu 25 Apr 2024
Enter Symbol
or Name
USA
CA



Trevali Mining Corp
Symbol TV
Shares Issued 402,580,371
Close 2017-03-28 C$ 1.26
Market Cap C$ 507,251,267
Recent Sedar Documents

Trevali Mining closes $264.54-million bought deal

2017-03-29 12:04 ET - News Release

Dr. Mark Cruise reports

TREVALI ANNOUNCES CLOSING OF C$264,546,000 BOUGHT DEAL FINANCING AND AMENDMENT TO AGREEMENT TO PURCHASE GLENCORE'S PRODUCING ROSH PINAH AND PERKOA ZINC MINES

Trevali Mining Corp. has closed its previously announced bought deal private placement of subscription receipts at a price of $1.20 per subscription receipt for gross proceeds of $264,546,000. The offering was conducted by a syndicate of underwriters led by BMO Capital Markets, and including Scotia Capital Inc., TD Securities Inc., Eight Capital, National Bank Financial Inc., Paradigm Capital Inc., Cormark Securities Inc., GMP Securities LP, Haywood Securities Inc. and Raymond James Ltd.

A total of 220,455,000 subscription receipts were sold pursuant to the offering, including 28,755,000 subscription receipts as a result of the underwriters' full exercise of an underwriters' option. The subscription receipts were distributed by way of a private placement in each of the provinces and territories of Canada, in the United States pursuant to applicable exemptions, and in certain international jurisdictions.

The net proceeds of the offering will be used to finance a portion of the cash consideration payable to certain subsidiaries of Glencore PLC whereby Trevali will acquire a portfolio of zinc assets from Glencore, including an effective 80-per-cent interest in the Rosh Pinah mine in Namibia, an effective 90-per-cent interest in the Perkoa mine in Burkina Faso, an effective 39-per-cent interest in the Gergarub project in Namibia, an option to acquire a 100-per-cent interest in the Heath Steele property in Canada, and certain related exploration properties and assets for an aggregate purchase price of approximately $400-million (U.S.), as well as for general working capital purposes.

The gross proceeds of $264,546,000, less 50 per cent of the commission payable to the underwriters and the underwriters' expenses incurred to date, has been deposited into escrow and shall be released immediately prior to the completion of the transaction upon the satisfaction of certain conditions in order to partially finance the consideration. Each subscription receipt entitles the holder thereof to receive one underlying common share in the capital of Trevali for no additional consideration or further action on the part of the holder thereof upon satisfaction of the release conditions.

If the release conditions are not satisfied prior to Aug. 31, 2017, or the definitive agreements relating to the transaction are terminated pursuant to their terms, the escrow agent will return to the holders of the subscription receipts an amount equal to the aggregate purchase price paid for the subscription receipts held by them, together with a pro rata portion of interest earned on the escrowed proceeds and the subscription receipts will be cancelled and be of no further force or effect.

The Toronto Stock Exchange has conditionally approved the listing of the common shares underlying the subscription receipts subject to certain conditions, including receipt of approval of shareholders.

Amendment to definitive agreements

As announced by Trevali on March 13, 2017, a portion of the consideration will be paid to Glencore on closing of the transaction in cash and the remainder by issuing to Glencore common shares at a deemed price of $1.20 per common share.

The parties have entered into agreements on the date hereof adjusting the breakdown of the cash consideration and share consideration to be paid to Glencore on closing of the transaction to allow a greater portion of the consideration to be paid in common shares. Specifically, the parties have agreed that the cash consideration will now consist of $227.4-million (U.S.), subject to customary adjustments, and that the share consideration will consist of an aggregate of 193,432,310 common shares at a deemed price of $1.20 per common share, representing $172.6-million (U.S.) in the aggregate. A copy of the amending agreements will be available for viewing on Trevali's SEDAR profile.

The transaction is subject to obtaining requisite regulatory approvals (including in respect of antitrust matters), Trevali shareholder approval and other customary closing conditions. The effective date of the transaction is April 1, 2017, and the closing of the transaction is expected to occur on or before July 31, 2017.

Further information regarding the transaction will be contained in a management information circular that Trevali will prepare and file in due course in connection with the special meeting of Trevali shareholders to be held to approve: (i) the issuance of the share consideration to Glencore as set forth in the amending agreements; (ii) the termination of Trevali's shareholder rights plan; (iii) the issuance of the common shares issuable on conversion of the subscription receipts; and (iv) a change to the articles of Trevali. All shareholders are urged to read the management information circular once it becomes available as it will contain additional important information concerning the transaction.

Trevali shareholder meeting

As required by the TSX, Trevali will seek shareholder approval to issue the common shares in connection with the transaction and the offering. The special meeting of Trevali shareholders is currently scheduled to be held on May 17, 2017, in Vancouver, B.C., Canada.

The board, with interested directors abstaining, based in part on the recommendation of a special committee of directors, has unanimously determined that the proposed transaction is fair and in the best interests of the company and will recommend that shareholders vote in favour of resolutions supporting the transaction.

About Trevali Mining Corp.

Trevali is a zinc-focused base metal mining company with two commercially producing operations.

The company is actively producing zinc and lead-silver concentrates from its 2,000-tonne-per-day Santander mine in Peru and its 3,000-tonne-per-day Caribou mine in the Bathurst mining camp of northern New Brunswick. Trevali also owns the Halfmile and Stratmat base metal deposits, located in New Brunswick, which are currently undergoing a preliminary economic assessment reviewing their potential development.

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