162'162,162 shares at 0.185 Vancouver, British Columbia: Trevali Mining Corporation (“Trevali” or the “Company”) (TSX: TV, BVL: TV; OTCQX: TREVF, Frankfurt: 4TI) today announced that it has entered into an underwriting agreement with a syndicate of underwriters in connection with its previously announced marketed offering of units (the “Offering”). RBC Capital Markets and Scotiabank are the lead underwriters in a syndicate that includes HSBC Securities (Canada) Inc., BMO Capital Markets, National Bank Financial Inc. and TD Securities Inc. (the “Underwriters”).
The Underwriters have agreed to purchase 162,162,162 units of the Company (each, a “Unit”) at a price of C$0.185 (the “Offering Price”) for upsized gross proceeds of approximately C$30 million. Each Unit is comprised of one common share (each, a “Common Share”) and one-half of one Common Share purchase warrant (each whole warrant, a “Warrant”), with each Warrant entitling the holder thereof to acquire one Common Share for a period of 18 months following the closing of the Offering at a price of C$0.23. The Offering was made in Canada under a prospectus supplement dated November 25, 2020 (the “Supplement”) to the Company’s short form base shelf prospectus dated November 19, 2020, to be filed with the securities regulatory authorities in each of the provinces and territories of Canada. The Offering was conducted in each of the provinces and territories of Canada, other than Quebec, and in the U.S. by way of a private placement pursuant to exemptions from the registration requirements of the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), and applicable U.S. state securities laws. Glencore plc, who currently holds 26.3% of the Company’s Common Shares, will exercise its pre-emptive participation rights in the Offering to purchase 42,600,605 Units.
The Company has also granted the Underwriters an over-allotment option (the “Over-Allotment Option”) to purchase up to an additional 24,324,324 Units (the “Additional Units”) at a price of C$0.185 per Additional Unit to cover overallotments, if any, and for market stabilization purposes. The Over-Allotment Option may be exercised by the Underwriters to acquire: (i) Additional Units at the Offering Price; (ii) additional Common Shares (the “Additional Shares”) at a price of C$0.175 per Additional Share; (iii) additional Warrants (the “Additional Warrants”) at a price of C$0.02 per Additional Warrant; or (iv) any combination of Additional Shares and/or Additional Warrants (so long as the aggregate number of Additional Shares and Additional Warrants which does not exceed 24,324,324 Additional Shares and 12,162,162 Additional Warrants).
The Company intends to use the net proceeds of the Offering for general corporate and working capital purposes, including advancing work on the Rosh Pinah 2.0 expansion study, including funding the feasibility study with respect to same, undertaking additional exploration work, continuing the study and potential restart of the Caribou operation, repaying additional amounts of the Company’s indebtedness and funding the Company’s working capital requirements.
Closing of the Offering is expected to occur on December 2, 2020, and will be subject to a number of conditions, including approval of the Toronto Stock Exchange.
The securities offered have not been and will not be registered under the U.S. Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
A copy of the Supplement or the related U.S. private placement memorandum can be obtained from RBC Dominion Securities Inc., Attention: Distribution Centre, 180 Wellington Street West, 8th Floor, Toronto, Ontario M5J 0C2, or by telephone at 1-416-842-5349, or by email at Distribution.RBCDS@rbccm.com and from Scotia Capital Inc., Attention: Equity Capital Markets, Scotia Plaza, 62nd Floor, 40 King Street West, Toronto, Ontario M5H 3Y2, or by telephone at 1-416-863-7704 or by email at equityprospectus@scotiabank.com.