Mr. Martin Dutto reports
URION INVESTMENTS HOLDINGS SARL FILES EARLY WARNING REPORT IN RESPECT OF ATICO MINING CORPORATION
Urion Investments Holdings Sarl (the acquiror), acting on behalf of the Trafigura Group, on Oct. 15, 2026, acquired 16,149,870 common shares and a secured convertible debenture in the principal amount of $16.4-million (U.S.) of Atico Mining Corp., a corporation with its head office at Suite 501, 543 Granville St., Vancouver, B.C., V6C 1X8.
The common shares were issued at a deemed price of approximately 15.48 U.S. cents per common share pursuant to a debt settlement agreement between the issuer and Trafigura Pte. Ltd., an affiliate and joint actor of the acquiror, in settlement of $2.5-million (U.S.) ($3,524,250 (Canadian)) owing under a credit agreement dated Feb. 8, 2022 (as amended), among, inter alia, the issuer, as borrower, and Trafigura Pte., as lender. The convertible debenture was issued by way of non-brokered private placement in consideration for an advance of approximately $12.48-million (U.S.) and the conversion of approximately $3.52-million (U.S.) owing under the credit agreement, for aggregate consideration of approximately $16-million (U.S.) ($22,555,200 (Canadian)) after accounting for the original issue discount. Canadian-dollar amounts are based on the Bank of Canada daily exchange rate on Oct. 19, 2026, of $1 (Canadian) equal to 70.94 U.S. cents.
The convertible debenture is convertible into common shares at a conversion price of 22 U.S. cents per common share or up to 74,545,454 common shares on conversion of the full principal amount. Absent TSX-V and disinterested shareholder approval, however, only 27,323,116 common shares are issuable on conversion under the terms of the convertible debenture. The convertible debenture matures five years and one day from issuance and bears interest, payable quarterly, at 7.0 per cent per annum if paid in cash or 10.0 per cent per annum if paid in common shares.
Immediately prior to the closing of the transactions, neither the Acquiror nor Trafigura (nor any other joint actor) beneficially owned or control any common shares. Immediately following closing, Trafigura, through the acquiror, beneficially owns and controls 16,149,870 common shares, representing approximately 8.1 per cent of the 199,119,767 issued and outstanding common shares on a non-diluted basis, and approximately 19.9 per cent on a partially diluted basis assuming conversion of the convertible debenture to the maximum permitted under its terms absent TSX-V and disinterested shareholder approval.
The common shares and the convertible debenture are held by Trafigura for investment purposes and were acquired in connection with the refinancing and settlement of the issuer's indebtedness under the credit agreement. The acquiror may acquire additional common shares on conversion of the convertible debenture (including on a forced conversion by the issuer) or on payment of interest in common shares. Depending on market conditions, the issuer's business and prospects and other relevant factors, the acquiror may also increase or decrease its holdings of securities of the issuer from time to time, whether in the open market, through privately negotiated transactions or otherwise, subject to applicable securities laws and TSX-V policies.
In satisfaction of the requirements of National Instrument 62-104, Take-Over Bids and Issuer Bids, and National Instrument 62-103, The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, an early warning report containing additional information omitted from this news release will be filed under the issuer's profile on SEDAR+. A copy of the early warning report may be obtained by contacting Martin Dutto, head of STF LatAm Metals & Bulks, at martin.dutto@trafigura.com.
Trafigura is a leading global commodities company that manages complex supply chains to move energy and commodities around the world. The acquiror is a subsidiary of Trafigura. The acquiror's head office is located at Rue de Jargonnant 1, 1207 Geneve, Switzerland.
We seek Safe Harbor.
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