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Bank of Nova Scotia, Others Arrange Acquisition Financing for Canadian Mining Concern

September 01, 2017, 07:15 AM
Filed Under: Mining

Trevali Mining Corporation announced it has completed the acquisition of a portfolio of zinc assets from Glencore PLC, and certain of its subsidiaries, including an 80% interest in the Rosh Pinah mine in Namibia, a 90% interest in the Perkoa mine in Burkina Faso, an effective 39% interest in the Gergarub project in Namibia, an option to acquire 100% interest in the Heath Steele project in Canada including certain related exploration properties and assets.

The aggregate purchase price for the assets was $417.86 million is comprised of cash consideration of $245.21 million and an aggregate of 193,432,310 common shares in the capital of the Company.

The Cash Consideration was funded through a combination of: (i) the proceeds of the previously announced bought deal private placement  of subscription receipts 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 L.P., Haywood Securities Inc., and Raymond James Ltd. and (ii) advances under a $160-million senior secured term loan and a $30-million senior secured revolving working capital loan, in each case made available to the Company by The Bank of Nova Scotia and SG Americas Securities LLC, as co-lead arrangers and joint bookrunners, and The Bank of Nova Scotia, Société Générale, Export Development Canada, HSBC Bank Canada and The Toronto-Dominion Bank, as lenders. The Facility bears interest on a sliding scale: (i) at a rate of LIBOR plus between 3.00 percent to 4.00 percent or (ii) at a base rate plus between 2.00 percent to 3.00 percent and includes standard and customary finance terms and conditions including with respect to fees, representations, warranties, covenants and conditions precedent to additional draws under the Revolving Facility. In addition to funding a portion of the Cash Consideration, a portion of the Term Facility was used to refinance debt obligations of Trevali's wholly-owned subsidiary, Trevali Peru S.A., owing to Glencore and its affiliates.

"We are very pleased to finalize our acquisition of the Rosh Pinah and Perkoa zinc mines, which marks a truly transformational event for Trevali shareholders by establishing the Company as a multi-asset, top-10 global zinc producer," stated Dr. Mark Cruise, President and Chief Executive Officer of Trevali. "These assets complement our successful Santander and Caribou mines and provide significant upside to shareholders in this strengthening macro-zinc environment through scale of production as well as an attractive package of exploration ground. All of the deposits remain open for expansion and active resource expansion programs are in progress. Additionally, we welcome Glencore as a key strategic shareholder in Trevali, expanding on the strong, proven business relationship we've enjoyed since 2010 at our Santander operation."
BMO Capital Markets acted as financial advisor to the Company in connection with the Transaction. BMO Capital Markets also delivered an opinion to the Board, subject to the assumptions and limitations contained therein, as to the fairness, from a financial point of view, of the Cash Consideration and Share Consideration to be paid by the Company pursuant to the Transaction.

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