Resumen: Trevali Mining Corporation anuncia la firma de un acuerdo de combinación definitivo para adquirir Maple Minerlas Corporation, una organización privada de New Brunswick, propietaria del complejo de molienda y minero Caribou, ubicado en el Campamento Minero de Bathurst en el norte de New Brunswick.
Trevali emitirá a los antiguos accionistas de Maple, 20.000.000 acciones ordinarias de Trevali y
4.000.000 órdenes de compra de acciones, con cada orden a
ejercerse a más de $2.00 por acción o al precio de mercado de
las acciones ordinarias de Trevali por los dos años
siguientes a la fecha de cierre de la transacción. Basado
en el precio de cierre de Trevali en la Bolsa de Valores de Toronto
("TSX") el 11 de mayo de 2012, la transacción implica un precio de
adquisición de aproximadamente $ 23.8 millones para Maple.
Dr. Mark Cruise, CEO de Trevali, indicó que el acuerdo ofrece una solución de fresado sustancialmente más barato y más rápido con un mínimo de interrupción de la producción de la compañía.
Trevali to Acquire Modern Mill Complex in New Brunswick
Plus Significant Polymetallic Deposit-Remains Open for Expansion
VANCOUVER, BRITISH COLUMBIA, May 14, 2012 (MARKETWIRE via COMTEX) --
Trevali Mining Corporation ("Trevali" or the "Company")
CA:TV
-7.56%
(otcqx:TREVF)(lma:TV)(frankfurt:4TI) is pleased to
announce it has entered into a definitive combination agreement
("Agreement") to acquire Maple Minerals Corporation ("Maple"), a
private New Brunswick incorporated company, that owns the Caribou
milling and mine complex located in the Bathurst Mining Camp of
northern New Brunswick (herein, the "Transaction").
Pursuant to the terms of the Agreement, a wholly-owned subsidiary of
Trevali, Trevali (New Brunswick) Ltd. and Maple will amalgamate in a
three cornered amalgamation with Trevali and Trevali will issue to
the former shareholders of Maple, 20,000,000 common shares of Trevali
and 4,000,000 common share purchase warrants with each warrant
exercisable at the greater of $2.00 per share or the market price of
Trevali's common shares (calculated on a 5-day VWAP basis immediately
prior to closing) for two years following the closing date of the
Transaction. Based on the closing price of Trevali on the Toronto
Stock Exchange ("TSX") on May 11, 2012, the Transaction implies an
acquisition price of approximately $23.8 million for Maple.
"We are extremely pleased to enter into a definitive agreement to
acquire this highly strategic asset. Simply put, it provides Trevali
with a substantially cheaper and faster milling solution with minimal
production disruption for the Company. It should strategically
position Trevali to maximize shareholder value in light of
anticipated near-term global zinc deficits," stated Dr. Mark Cruise,
Trevali's President and CEO. "We look forward to continue to work
closely with the Province of New Brunswick, the world's most
favourable mining jurisdiction, and our Mi'gmag First Nation partners
in order to expand our mining operations in a timely and responsible
manner. Subject to receipt of all necessary approvals and permits,
Trevali is confident it can quickly provide an additional 120-150
initial full-time employment positions in a very short-timeframe as
well as expand upon our very successful First Nations Underground
Core Mining Training Program. Medium-to-longer term the Company hopes
to be in a position to provide 400-450 full-time positions within the
region."
HIGHLIGHTS
-- Provides Trevali with a modern 3,000 tonne-per-day concentrate processing plant including a metallurgical and geochemical laboratory
and permitted tailings treatment facility (Figure 1).
-- Addition of a former producing mine with significant resources that can be rapidly and cost effectively brought on-line.
-- Highly preferable from a social and sustainability perspective - near-term creation of an additional 120-150 full-time employment positions
making Trevali one of the larger employers in northern New Brunswick and utilization of a working brown-field industrial site versus a green-
field site.
-- Very significant financial, technical and timing de-risk versus permitting and building a new stand-alone Milling complex for the
Company's Halfmile and Stratmat deposits.
-- Due to superior quality of the Halfmile-Stratmat mineralization (coarse with good metallurgical characteristics) modeling of the mill grinding
circuit indicates that it is readily modifiable to produce saleable zinc, lead and copper concentrates.
-- Deposit remains open for expansion at depth and along strike - deepest underground intercept to date returned 34.77 metres at 7.22% zinc, 2.69% lead, 0.25% copper, 76.8 g/t silver and 2.19 g/t gold.
-- Potential to provide a smooth transition and minimize production disruptions at Halfmile as Xstrata's Brunswick 12 Mine closes in 2013.
-- Will enable long-term mine plan optimization and operational efficiencies at the Halfmile and Stratmat deposits.
-- Includes an environmental closure bond of $4.67 million dollars currently in place.
-- Near optimal timing from a production scheduling perspective for the Company to benefit from predicted significant zinc deficits as Brunswick-12 shuts-down followed by closures of several other globally significant marque zinc producers in Europe, Africa and Austral-Asia.
-- Further strengthens and confirms Trevali's position as an up-and-coming zinc producer.
To view Figure 1 please click on the following link:
http://media3.marketwire.com/docs/0514tv.jpg
CARIBOU DEPOSIT
The most recent National Instrument 43-101 (NI 43-101) compliant
resource for the Caribou polymetallic deposit was prepared by Micon
International in 2006 (Table 1).
-----------------------------------------------------------------------
-----
Caribou Ag Zn Pb Cu Ag
Resource(i) Tonnes %Zn %Pb %Cu (gpt) (Mlbs) (Mlbs) (Mlbs) (Moz)
----------------------------------------------------------------------------
Contained Metal
----------------------------------------------------------------------------
Indicated N/A N/A
Resources 3,810,000 7.5 3.26 (i) 92 629 273 (i) 11.2
----------------------------------------------------------------------------
Inferred N/A N/A
Resources 3,944,300 7.36 3.59 (i) 107 639 312 (i) 13.5
----------------------------------------------------------------------------
Table 1: Caribou deposit NI 43-101 resources(i) based on 2006 Micon
International report
(i)Note: Based on 554 diamond drill holes and 6,000 chip samples and using a
9% lead+zinc cut-off grade. Copper and gold were not estimated.
Between 2006 and 2007, the previous operator invested approximately
$100-to-120 million in a major overhaul and modernization of the
processing plant and mine infrastructure (effectively new milling and
grinding circuits - Isa Mills and On-Stream analysers to optimize
recoveries) (Figure 2). The mine operated for approximately 13 months
prior to going into receivership in 2008 due to depressed commodity
prices and adverse global financial conditions.
Immediately prior to shut down, Mill records indicate recoveries of
71% Pb and 83% Zn to produce saleable concentrates. No copper
concentrates were produced and may represent additional near-term
upside.
Trevali believes that the deposit contains good to excellent
exploration potential and production can be fast-tracked to provide
additional mill-feed (and employment opportunities). Specific upside
includes:
-- Currently defined deposit remains open along strike and at depth.
-- Silver and gold may be under-estimated by up to 20-30% as there was no routine precious metal analysis.
-- Significant copper 'feeder' zones were not mined due to lack of a copper circuit. A historic non- NI 43-101 resource for one such near-surface zone suggests that it could contain 2.5 million tonnes at 0.89% copper, 3.2% zinc, 1% lead and 40 g/t silver; however, the Company cautions that this work is historical in nature and that more work is required in order to define a NI 43-101 Resource.
To view Figure 2 please click on the following link:
http://media3.marketwire.com/docs/0514tv1.jpg
TRANSACTION DETAILS
In addition to the execution of the Agreement, Trevali has also
entered into a transition services agreement ("TS Agreement") with
Maple pursuant to which Trevali will, among other things, manage the
Caribou Mine operations for the period up to Closing. Trevali has
also provided Maple with equity advances in the amount of
approximately $400,000 as of the date hereof and has further agreed
to provide additional equity capital to Maple to enable Maple to meet
its financial obligations for the Caribou Mine as such obligations
fall due prior to Closing.
The majority shareholder of Maple - MMC Holding - a private limited
company incorporated under the laws of the Grand Duchy of Luxembourg
("MMC"), has also entered into a lock-up agreement pursuant to which
MMC has agreed, among other things, to support the Transaction and
cause its shares to be voted in favour of the Transaction. At
Closing, MMC has further agreed to enter into a voting support and
standstill agreement pursuant to which, among other things, MMC will
support, for an agreed period of time, the Company's board nominees
and agree to restrictions on the disposition of certain of the
Trevali common shares issuable to MMC at Closing. MMC has also agreed
to guarantee the representations and warranties given by Maple under
the Combination Agreement and has further agreed to escrow a certain
number of shares to be received at Closing to support its guarantee.
Upon completion of the Transaction, Trevali will have 181,131,713
common shares issued and outstanding (based on 161,131,713 common
shares issued as of today's date) with the current shareholders of
Maple holding approximately 11.04% of the common shares of Trevali.
The closing of the Transaction is subject to a number of conditions
including, but not limited to, receiving the approval of the Toronto
Stock Exchange ("TSX"), the approval of the Maple shareholders and on
Trevali (working with Maple) entering into, on or before December 31,
2012, an environmental agreement with the Province of New Brunswick
similar in form and substance to that enjoyed by previous operators
of the Caribou Mine. There is a finder's fee of 2% payable to
Minvisory Corp., an arms-length third party upon Closing.
The Company is optimistic that the Transaction can close over the
course of the next several months.
Qualified Person and Quality Control/Quality Assurance
EurGeol Dr. Mark D. Cruise, Trevali's President and CEO and a
qualified person as defined by NI 43-101, has supervised the
preparation of the scientific and technical information that forms
the basis for this news release. Dr. Cruise is not independent of the
Company, as he is an officer and shareholder.
Fuente: www.marketwatch.com
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