TORONTO, May 29, 2025--(BUSINESS WIRE)--Trigon Metals Inc. (TSX-V: TM) ("Trigon" or the "Company") is pleased to announce that it has today entered into a definitive share purchase agreement dated May 27, 2025 (the "Sale Agreement") with Horizon Corporation Limited ("Horizon") and Kamino Minerals Limited pursuant to which Horizon will acquire the Company’s interest in the Kombat Project (the "Project") in Namibia (the "Transaction").
The Sale Agreement follows the execution of a binding term sheet previously disclosed and the completion of due diligence by both parties. The consideration for the Transaction is all-cash, as disclosed below, and further details will be provided in the Company’s management information circular (the "Circular") to be filed and mailed in advance of the meeting of Trigon shareholders at which Trigon shareholder approval for the Transaction will be sought (the "Meeting").
The Transaction will be implemented by way of the acquisition by Kamino Minerals Limited ("Kamino" or the "Purchaser"), an affiliate of Horizon, of:
100% of the shares in Trigon Ontario (as defined below);
100% of the shares in PNT Financeco Corp. ("PNT") (the holding company of the Company’s Namibian assets); and
the intercompany loan owing by PNT to Trigon (the "PNT Loan").
Minmetals Securities Co., Ltd was engaged to provide market analysis to support the transaction.
Jed Richardson, Executive Chairman and CEO of Trigon, commented: "With the signing of the definitive agreement, we are taking the final steps toward securing shareholder approval. Upon a successful vote, $2 million will be advanced to Trigon, forming part of the $24 million we will receive ahead of the official closing process. Subject to Namibian completion approvals, the balance will follow in structured payments after nine months in which case we begin receiving $3 million instalments quarterly and the $4 million outstanding loan will be forgiven. These proceeds, combined with the potential production bonus and ongoing royalty, provide a strong and flexible foundation for our continued growth at Silver Hill, Addana, and the Kalahari Copperbelt."
Knowledge Katti, founding Shareholder in Trigon Namibia , expressed strong support for the transaction, stating: "As a proud Namibian shareholder, I wholeheartedly support Horizon Corporation as the new investor in the Kombat Mine. Horizon’s proven experience in the mining sector positions them to successfully reopen the mine, creating much-needed jobs for our community. The people and children of the Kombat area urgently need this project to resume operations, as it will significantly boost living standards and bring economic hope to our region."
Pre-Closing Reorganization
Prior to closing of the Transaction, Trigon will undertake an internal reorganisation in terms of which:
Trigon will incorporate a new wholly owned Ontario subsidiary ("Trigon Ontario");
Trigon will transfer to Trigon Ontario all of Trigon’s rights and obligations under Trigon’s stream agreement (the "Sprott stream") with Sprott Private Resource Streaming and Royalty (B) Corp. and Sprott Mining Inc. (collectively, "Sprott") including the release of Trigon from all security and guarantees under the Sprott stream;
Trigon will transfer to Trigon Ontario a portion of the PNT Loan such that the net asset value of Trigon Ontario will be $1;
PNT will transfer to Trigon, or a subsidiary of Trigon, 100% of its interest in Copperbelt Mineral Exploration (Pty) Ltd.
Purchase Consideration
Kamino will pay to Trigon a total purchase consideration of US$24,000,000 in cash (the "Purchase Consideration") for the Transaction comprising:
$1 for the shares in Trigon Ontario; and
$23,999,999 for the shares in PNT and the PNT Loan, subject to a purchase price adjustment for outstanding liabilities owing to IXM S.A. and Sprott on closing (the "Purchase Price Adjustment").
The Purchase Consideration will be settled in eight equal instalments, with the first instalment payable on the later of closing of the Transaction, being the deal ratification and competition approvals in Namibia, and the date that is nine months after the date of approval of the Transaction by Trigon’s shareholders. The seven remaining instalments will be payable every three months from the date of the first instalment. The Sale Agreement removes the requirement for additional debt financing discussed in the February 11, 2025 annexure to the loan agreement, removing the conditions to the payment.
In addition, the Purchaser will make an additional cash payment (the "Production Payment") to Trigon thirty days following the first date upon which the underground operations of the Project achieve ore production and processing of a daily minimum of 2,250tpd on each day for a 90 consecutive day period. The Production Payment ranges between US$3,500,000 and US$13,000,000, dependent on copper price.
As further consideration, Trigon will be granted a royalty on the Project from Trigon Mining (Namibia) (Pty) Ltd, the registered owner of the Project, of 1.0% of copper net smelter returns on a per invoice basis, payable if the invoiced copper price on final invoicing is greater than $4.00 per pound (the "Royalty") for up to 20 quarters with 8 allowable deferrals. Such royalty is to paid exclusively from Horizon's equity ownership. Payments under the Royalty will commence once the Project achieves copper metal production of 1,000 tonnes for each of two consecutive calendar months.
Loans from Horizon to Trigon
On February 11, 2025, Trigon announced the revised terms of the loan agreement entered into with Horizon ("Loan Agreement"), in terms of which the loan amount was reduced to US$4,000,000, with structured advances over five tranches ("Horizon Loan"). The Horizon Loan bears interest at 15% per annum, with interest only commencing after a six month grace period ("Grace Period") and is repayable in 18 equal amortised repayments commencing at the end of the Grace Period. The Horizon Loan is secured by a General Security Agreement over all the property, assets and undertakings of Trigon. A portion of the fourth tranche, and the full fifth tranche are still to be advanced by Horizon.
In terms of the Sale Agreement, the Horizon Loan will be classified between Project Loan Amounts (being amounts applied to costs and expenses in Namibia relating to the Project) and Non-Project Loan Amounts. All obligations to repay Project Loan Amounts, including interest thereon will be transferred to PNT prior to closing. An agreed sale of the project would see this portion of the debts of Trigon cleared. Any remaining Non-Project Loan Amounts will continue to bear interest at 15% per annum, remain secured by the General Security Agreement and be repayable by Trigon on the terms set out above. At this time Trigon anticipates the non-project loan amount at handover will be zero dollars.
In terms of the Loan Agreement, an additional loan amount of US$2,000,000 (the "Additional Loan") was also made available to Trigon on the same terms as the Horizon Loan to provide flexibility for further financing. The Additional Loan is repayable as follows:
If Trigon shareholder approval is achieved on or before June 30, 2025, the Additional Loan plus accrued interest is deducted from the eight instalment payment for the Transaction; or
If Trigon shareholder approval is not achieved on or after June 30, 2025, the Additional Loan plus accrued interest is added to the outstanding Horizon Loan balance and the Horizon Loan repayment terms as set out above will apply.
In terms of the Sale Agreement, the Additional Loan will now be advanced to Trigon no later than thirty calendar days after the date of approval of the Transaction by Trigon shareholders. The Additional Loan will be subject to the terms and conditions of the Horizon Loan, and will be repaid by offsetting the loan amount, including accrued interest, against the eighth instalment payment for the Transaction.
Fairness Opinion
The board of directors of Trigon (the "Board") has received a fairness opinion from Beacon Securities Limited that the consideration to be received by the Company pursuant to the Transaction is fair, from a financial point of view, to Trigon. After reviewing the terms of the Transaction and the fairness opinion, the Board has unanimously approved the Agreement and recommends that shareholders vote in favour of the Transaction.
Conditions precedent
The Transaction remains subject to approval by no less than 66 2/3% of the votes cast by Trigon Shareholders at the Meeting. The Transaction is subject to the satisfaction of a number of other closing conditions, including the approval of the Namibian Competition Commission, the consent of Sprott, approval of the TSX Venture Exchange, as well as other customary conditions.
Deal Protections
The Sale Agreement provides for customary deal protection provisions, including non-solicitation covenants on the part of Trigon and a right in favour of the Purchaser to match any unsolicited superior proposal. In the event that the Agreement is terminated in certain circumstances, Trigon has agreed to pay the Purchaser a termination fee equal to one times the principal outstanding under the Loan Agreement. In the event that Trigon shareholder approval has not been obtained by the date (the "Right to Match Expiry Date") that is the earlier of (i) the date that is two months from the date of the Meeting, and (ii) the date that is six months from the date of the Sale Agreement, the Purchaser will retain a right to match with respect to any acquisition proposal or superior proposal received by Trigon which shall expire within 30 days from the date the Purchaser receives the written notice from Trigon of such proposal. This right shall terminate on the date that is six (6) months from the Right to Match Expiry Date.
Further details of the Transaction, including voting procedures and a copy of the fairness opinion, will be provided in the management information circular to be provided in anticipation of the Meeting, which will be available under the Company’s profile on SEDAR+ at www.sedarplus.ca.
Trigon Metals Inc.
Trigon is a publicly-traded Canadian exploration and development company with its core business focused on copper and silver holdings in mine-friendly African jurisdictions. Currently, the company has operations in Namibia and Morocco. In Namibia, the Company holds a 100% interest in the Kalahari Copperbelt Project and an 80% interest in five mining licences in the Otavi Mountainlands where the Company operates the Kombat Mine. In Morocco, the Company is the holder of the Silver Hill and Addana projects, highly prospective copper and silver exploration projects.
Cautionary Notes
This news release may contain forward-looking statements. These statements include statements regarding the Sale Agreement, the Loan Agreement, the Additional Loan, the timing of the payment of the consideration, the Company’s ability to satisfy the conditions to closing the Transaction, the Transaction, the price of copper, the ability to restart the Kombat mine, the Company’s strategies and the Company’s abilities to execute such strategies, the Company’s expectations for the Kombat Mine, and the Company’s future plans and objectives. These statements are based on current expectations and assumptions that are subject to risks and uncertainties. Actual results could differ materially because of factors discussed in the management discussion and analysis section of our interim and most recent annual financial statements or other reports and filings with the TSX Venture Exchange and applicable Canadian securities regulations. We do not assume any obligation to update any forward-looking statements, except as required by applicable laws.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
