Trigon Metals Inc. has signed a definitive agreement to sell its interest in the Kombat Mine in Namibia to Horizon Corporation Limited, through its affiliate Kamino Minerals Limited, for a total cash consideration of approximately N$429 million (USD $24 million).
The deal will see Kamino acquire 100% of the shares in Trigon Ontario – a newly formed subsidiary – along with full ownership of PNT Financeco Corp, which holds the Namibian assets, as well as an intercompany loan owed by PNT to Trigon.
“With the signing of the definitive agreement, we are taking the final steps toward securing shareholder approval,” said Trigon’s Executive Chairman and CEO, Jed Richardson. “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.”
According to Richardson, the remainder of the purchase price will be paid in eight equal instalments, beginning nine months after shareholder approval is obtained. The initial advance of around N$35.8 million (USD $2 million) will be made following a successful vote.
Trigon also stands to benefit from a production bonus of between N$62.6 million (USD $3.5 million) and N$232.6 million (USD $13 million), depending on copper prices, once underground mining resumes and hits a targeted output level. In addition, the company will receive a 1% copper royalty if prices exceed N$71.56 (USD $4.00) per pound, for up to 20 quarters, with eight deferrals permitted.
“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,” Richardson added. “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.”
As part of the transaction, Trigon will undertake a pre-closing internal restructuring and will be released from its obligations under a streaming agreement with Sprott, which will be transferred to Trigon Ontario. The company will retain its other exploration assets in Morocco and the Kalahari Copperbelt.
Horizon had previously extended a loan of N$71.6 million (USD $4 million) to Trigon, with repayments deferred for six months. An additional N$35.8 million (USD $2 million) loan will also be advanced and repaid through offsets against the final sale instalment.
Namibian shareholder Knowledge Katti welcomed Horizon Corporation as the new investor in the Kombat Mine and voiced strong support for the transaction.
“I am proud to back Horizon Corporation.Their proven experience in the mining sector positions them well to successfully reopen the mine, which will create much-needed jobs for the community,” he said.
“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.”
