VANCOUVER, BC, Dec. 16,
2022 /CNW/ - Trevali Mining
Corporation ("Trevali" or the "Company") announced today
that, further to the September 16,
2022 press release of the Company announcing the order of
the Supreme Court of British
Columbia (the "Court") approving a sales and investment
solicitation process for Trevali's 90%-interest in the Rosh Pinah
Mine, Trevali has entered into a share and asset purchase agreement
with Appian Natural Resources Fund III LP and Appian Natural
Resources (UST) Fund III LP (collectively, the "Purchasers") dated
December 15, 2022 (the "Agreement").
Subject to the terms and conditions of the Agreement, which
conditions include Court approval, the Company agreed to, among
other matters:
(i)
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sell to the Purchasers
its 90%-interest in the Rosh Pinah Mine by way of a sale of the
shares (the "GLCR Shares") held by Trevali in GLCR Ltd. ("GLCR"), a
wholly owned UK subsidiary of Trevali; and
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(ii)
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assign to the
Purchasers debt owing from certain of its subsidiaries pursuant
applicable loan agreements (collectively, the
"Transaction").
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Trevali will seek Court approval of the Transaction at an
upcoming hearing before the Court in the Companies' Creditors
Arrangement Act proceedings (the "CCAA Proceedings") of Trevali
and Trevali Mining (New
Brunswick) Ltd. (the "Trevali Group"). At that time, further
details of the Transaction will be made public.
The closing of the Transaction is subject to the satisfaction or
waiver of certain conditions precedent, including: (i) receipt of
an order approving the Agreement and Transaction from the Court;
(ii) the approval of the Namibia Competition Commission under the
Competition Act (2003) of Namibia; (iii) approval of the Ministry of
Land Reform; (iv) exchange control approval from the Bank of
Namibia; and (v) other customary
closing conditions. The Transaction is expected to close in Q1
2023.
National Bank Financial acted as financial advisor to the
Company in respect of the Transaction.
All inquiries regarding the Transaction or the Agreement should
be directed to the Monitor
(email: Trevali@fticonsulting.com or telephone:
+1-877-294-8998). Information about the Company's CCAA proceedings,
including all court orders made and the Monitor's reports, are
available on the Monitor's website
at http://cfcanada.fticonsulting.com/trevali/.
About Trevali Mining
Corporation
Trevali is a base-metals mining company headquartered in
Vancouver, Canada. 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.
About Appian Natural Resources
Funds
Appian Natural Resources Funds are long-term value-focused
private equity funds that invest solely in mining and
mining-related companies, advised by Appian Capital Advisory LLP
("Appian"). Appian is a leading investment advisor in the metals
and mining industry, with global experience across South America, North
America, Australia and
Africa and a successful track
record of supporting companies to achieve their development
targets, with a global operating portfolio overseeing nearly 5,000
employees. Appian has a global team of 58 experienced professionals
with presence in London,
Toronto, Vancouver, Lima, Belo
Horizonte, Montreal and
Perth.
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"). Forward-looking statements are based
on the beliefs, expectations and opinions of management of the
Company as of the date the statement are published, and the Company
assumes no obligation to update any forward-looking statement,
except as required by law. 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 in this news
release include, among others, statements with respect to: the
Agreement, the SISP and the outcomes thereof. 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 outcome of the Agreement, the SISP, and the continued
involvement of management in the transition of operational,
technical and other aspects of the business and Phase II of the
SISP.
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. Such factors include, among others, operating in
foreign jurisdictions with risk of changes to governmental
regulation; compliance with governmental regulations; compliance
with environmental laws and regulations; maintaining ongoing social
license to operate; limitations inherent in our insurance coverage;
litigation; and other risks of the mining industry including,
without limitation, 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, in each case 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