Ms. Ayesha Hira reports
BELO SUN MINING ANNOUNCES LA MANCHA AS NEW CORNERSTONE SHAREHOLDER
Belo Sun Mining Corp. has added La Mancha Investments SARL (a subsidiary of La Mancha Resource Fund SCSp) as a new shareholder and investor in the company. La Mancha will hold approximately 17.1 per cent of the company's outstanding common shares, making them Belo Sun's largest shareholder, upon completion of the acquisition and the offering described hereunder.
La Mancha's acquisition includes the purchase from Sun Valley Gold LLC (SVG) of approximately 68.3 million (or 15 per cent) of the common shares and the concurrent subscription from the company of approximately 11,660,790 common shares by way of a non-brokered private placement at a price of 10 cents per common share for gross proceeds to the company of approximately $1,166,079, being approximately 2.5 per cent of the common shares issued and outstanding postclosing of the offering. Closing of the offering remains subject to the final approval of the Toronto Stock Exchange.
Belo Sun intends to use the proceeds of the offering for general working capital and corporate purposes. No finders' fees have been paid in connection with the offering. The securities issued under the offering are subject to a statutory hold period of four months and one day following the closing date, expiring on April 28, 2025.
Upon completion of the acquisition and the offering, La Mancha will own approximately 17.1 per cent and SVG will own approximately 8.4 per cent of the common shares. As a condition of La Mancha completing the acquisition and the offering, the company has agreed to enter into an investor rights agreement (IRA) with La Mancha, which, in addition to certain participation rights, includes: (i) the right for La Mancha to immediately have one nominee appointed to the company's board, subject to the approval of the TSX, who shall be entitled to participate on two of the existing board committees; and (ii) the right for La Mancha to propose the appointment of a second board nominee, subject to a minimum ownership threshold and approval of the company's board.
Commenting on La Mancha's investment, Ayesha Hira, interim president and chief executive officer of Belo Sun, said: "We are very pleased to welcome La Mancha as a shareholder and look forward to working with them to advance our Volta Grande project (PVG). La Mancha is a seasoned international investor with extensive experience in Brazil and the gold mining sector. Moreover, La Mancha shares our commitment to responsible development, robust community engagement, respect for indigenous rights, equitable value sharing and environmental protection. We see their investment in Belo Sun as a testament to the high quality of our PVG asset and as a vote of confidence in the ability of the Belo Sun team to develop PVG for the benefit of all stakeholders, including our shareholders, host governments, and local indigenous peoples and communities."
Vincent Benoit, managing partner and chief investment officer of La Mancha Resource Capital LLP, commented:
"We are proud to invest in Belo Sun and support its renewed leadership as they work toward the reinstatement of PVG's key permits. We view PVG as one of the most technically promising gold projects in the region and believe its successful development hinges on meaningful environmental and social programs and close collaboration with local communities and stakeholders. Our investment reflects our confidence in Belo Sun's ability to advance the project responsibly."
About Belo Sun
Mining Corp.
Belo Sun Mining is a mineral exploration and development company with gold-focused properties in Brazil. Belo Sun's primary focus is to advance and expand its 100-per-cent-owned Volta Grande gold project in the state of Para, Brazil. Belo Sun trades on the TSX under the symbol BSX and on the OTCQB under the symbol BSXGF.
La Mancha -- early warning disclosure
Prior to the concurrent acquisition and offering, La Mancha did not beneficially own or have control or direction over any common shares. Upon settlement of the acquisition and offering, La Mancha will own and have control and direction over an aggregate of 79,919,077 common shares, representing approximately 17.1 per cent of the outstanding common shares.
La Mancha's acquisition of common shares is for investment purposes. La Mancha intends to review its investment on a continuing basis. In the future, depending on market conditions, general economic and industry conditions, Belo Sun's business and financial condition and/or other relevant factors, La Mancha may, from time to time, increase or decrease its investment in Belo Sun through market transactions, private arrangements, treasury issuances or otherwise, including pursuant to the terms of the IRA. Subject to the terms of the IRA, La Mancha also intends to exercise the board nomination rights and may engage with management and the board of directors of Belo Sun regarding additional changes thereto.
An early warning report containing additional information with respect to the foregoing matters will be filed under Belo Sun's SEDAR+ profile and may also be obtained by contacting Matthew Fisher, general counsel, La Mancha Resource Capital, at legal@lamancha.com or 44-203-960-2020. Belo Sun's head office is located at 198 Davenport Rd., Toronto, Ont., M5R 1J2, Canada. La Mancha's head office is located at 31-33 Avenue Pasteur, L-2311, Luxembourg, Grand Duchy of Luxembourg.
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