Trevali to acquire modern mill complex in New Brunswick
VANCOUVER, BRITISH COLUMBIA — (Marketwire) — 05/14/12 — Trevali Mining Corporation ("Trevali" or the "Company") (TSX:TV)(TSX:TV.WT)(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."
-- 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
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 2 006 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
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.
ABOUT TREVALI MINING CORPORATION
Trevali has two advanced-stage polymetallic (zinc-lead-silver-copper) deposits in Canada and Peru – the Halfmile and Santander mine projects respectively. In Canada, Trevali owns the Halfmile Mine and Stratmat polymetallic deposit in the Bathurst Mining Camp of northern New Brunswick, and the past-producing Ruttan copper-zinc mine in northern Manitoba. Production from the Halfmile Mine commenced in early 2012 and is ramping up to a planned production rate of 2,000-tonnes-per-day.
In Peru, the Company has the Santander zinc-lead-silver mine project and the former-producing Huampar silver mine, both located in the Central Peruvian Polymetallic Belt. Mine commissioning is anticipated to commence at the Santander operation in mid-2012 with ramp up to full 2,000-tonnes-per-day production to follow shortly thereafter. Additionally through its wholly-owned subsidiary, Trevali Renewable Energy Inc., Trevali is undertaking a significant upgrade of its wholly-owned Tingo run-of-river hydroelectric generating facility along with transmission line upgrades and extensions to allow, in addition to supplying power to the mining operation on the property, the potential sale of surplus power into the Peruvian National Energy Grid.
The common shares of Trevali are listed on the TSX (symbol TV), the OTCQX (symbol TREVF) and on the Lima Stock Exchange (symbol TV). Warrants to purchase common shares of Trevali are listed on the TSX (symbol TV .WT). For further details on Trevali, readers are referred to the Company's web site (www.trevali.com) and to Canadian regulatory filings on SEDAR at www.sedar.com.
On Behalf of the Board of Directors of
TREVALI MINING CORPORATION
Mark D. Cruise, President
This news release contains "forward-looking statements" within the meaning of the United States private securities litigation reform act of 1995 and "forward-looking information" within the meaning of applicable Canadian securities legislation. Statements containing forward-looking information express, as at the date of this news release, the Company's plans, estimates, forecasts, projections, expectations, or beliefs as to future events or results and the company does not intend, and does not assume any obligation to, update such statements containing the forward-looking information. Such forward-looking statements and information include, but are not limited to statements as to: the accuracy of estimated mineral reserves and resources, anticipated results of future exploration, and forecast future metal prices, anticipated results of future electrical sales and expectations that environmental, permitting, legal, title, taxation, socio-economic, political, marketing or other issues will not materially affect estimates of mineral reserves. These statements reflect the Company's current views with respect to future events and are necessarily based upon a number of assumptions and estimates that, while considered reasonable by the Company, are inherently subject to significant business, economic, competitive, political and social uncertainties and contingencies.
These statements reflect the Company's current views with respect to future events and are necessarily based upon a number of assumptions and estimates that, while considered reasonable by the company, are inherently subject to significant business, economic, competitive, political and social uncertainties and contingencies. Many factors, both known and unknown, could cause actual results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements contained in this news release and the company has made assumptions and estimates based on or related to many of these factors. Such factors include, without limitation: fluctuations in spot and forward markets for silver, zinc, base metals and certain other commodities (such as natural gas, fuel oil and electricity); fluctuations in currency markets (such as the Peruvian sol versus the U.S. dollar); risks related to the technological and operational nature of the Company's business; changes in national and local government, legislation, taxation, controls or regulations and political or economic developments in Canada, the United States, Peru or other countries where the Company may carry on business in the future; risks and hazards associated with the business of mineral exploration, development and mining (including environmental hazards, industrial accidents, unusual or unexpected geological or structural formations, pressures, cave-ins and flooding); risks relating to the credit worthiness or financial condition of suppliers, refiners and other parties with whom the Company does business; inadequate insurance, or inability to obtain insurance, to cover these risks and hazards; employee relations; relationships with and claims by local communities and indigenous populations; availability and increasing costs associated with mining inputs and labour; the speculative nature of mineral exploration and development, including the risks of obtaining necessary licenses and permits and the presence of laws and regulations that may impose restrictions on mining,; diminishing quantities or grades of mineral reserves as properties are mined; global financial conditions; business opportunities that may be presented to, or pursued by, the Company; the Company's ability to complete and successfully integrate acquisitions and to mitigate other business combination risks; challenges to, or difficulty in maintaining, the Company's title to properties and continued ownership thereof; the actual results of current exploration activities, conclusions of economic evaluations, and changes in project parameters to deal with unanticipated economic or other factors; increased competition in the mining industry for properties, equipment, qualified personnel, and their costs. Investors are cautioned against attributing undue certainty or reliance on forward-looking statements. Although the Company has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be as anticipated, estimated, described or intended. The Company does not intend, and does not assume any obligation, to update these forward-looking statements or information to reflect changes in assumptions or changes in circumstances or any other events affecting such statements or information, other than as required by applicable law.
Trevali's production plans at Halfmile-Stratmat and Santander are based only on Indicated and Inferred Mineral Resources and not Mineral Reserves and do not have demonstrated economic viability. Inferred Mineral Resources are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as Mineral Reserves, and there is therefore no certainty that the conclusions of the production plans and Preliminary Economic Assessment (PEA) will be realized. Additionally where Trevali discusses exploration/expansion potential, any potential quantity and grade is conceptual in nature and there has been insufficient exploration to define a mineral resource and it is uncertain if further exploration will result in the target being delineated as a mineral resource.
The TSX has not approved or disapproved of the contents of this news release.