Trevali Closes Acquisition of Maple Minerals to Acquire Modern 3,000 Tonne-Per-Day Caribou Mill Complex and Mine in New Brunswick VANCOUVER, BRITISH COLUMBIA -- (Marketwire) -- 11/05/12 -- Trevali Mining Corporation ("Trevali" or the "Company") (TSX:TV)(TSX:TV.WT)(OTCQX:TREVF)(LMA:TV)(FRANKFURT:4TI) is pleased to announce that it has completed the acquisition of Maple Minerals Corporation ("Maple"), a private New Brunswick incorporated company, that owns the 3,000 tonne-per-day Caribou mill and mine complex located in the Bathurst Mining Camp of northern New Brunswick (herein, the "Transaction"). Pursuant to the terms of a combination agreement dated May 14, 2012, a wholly-owned subsidiary of Trevali, Trevali Mining (New Brunswick) Ltd., and Maple have amalgamated in a three cornered amalgamation with Trevali, and Trevali has issued to the former shareholders of Maple 20,000,010 common shares of Trevali and 3,999,986 common share purchase warrants with each warrant exercisable at $2.00 per share for one year following the closing date ("Closing") of the Transaction. Based on the closing price of Trevali on the Toronto Stock Exchange ("TSX") on November 2, 2012, the Transaction implies an acquisition price of approximately $22 million for Maple. Trevali shares issued under the Transaction are subject to a lock-up agreement and the former principal shareholders of Maple receiving Trevali shares are also subject to voting support and stand-still agreements (see Transaction Details). "We are extremely pleased to complete the acquisition of this highly strategic asset as we continue to consolidate our position within the Bathurst Mining Camp. The modern Caribou Mill provides Trevali with a cost-effective, fast-track milling solution for our New Brunswick operating unit, and it positions the Company 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 continued positive relationships with the Province of New Brunswick and our Mi'gmag First Nation partners in order to expand Trevali's operations in a timely and responsible manner. As stated previously, subject to receipt of all necessary approvals and permits, Trevali is confident tha t it can quickly provide an additional 120-150 initial full-time employment positions in a 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 OF THE ACQUISITION -- Provides Trevali with a modern, state-of-the-art 3,000 tonne-per-day processing plant (that will produce zinc, lead and copper concentrates) and includes a metallurgical and geochemical laboratory and permitted tailings treatment facility (Figures 1 and 2). -- Addition of a former producing mine with significant underground development workings and historic resources that can be rapidly and cost effectively brought on-line. The deposit remains open for expansion and Trevali classifies the upside potential as good to excellent: the 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. -- Very significant financial, technical and timing advantages/de-risk versus permitting and building a new stand-alone milling complex for the Company's Halfmile and Stratmat deposits. -- Preferable from a social and sustainability perspective - near-term creation of an additional 120-150 full-time employment positions, establishing Trevali as one of the larger employers in northern New Brunswick, and utilization of a working brown-field industrial site versus a green-field site. -- Due to superior quality of the Halfmile-Stratmat mineralization (coarser mineralogy with good metallurgical characteristics), modeling of the mill grinding circuit indicates it is readily modifiable to produce saleable zinc, lead (silver) and copper (gold) concentrates. -- 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 a near-term intermediate zinc producer. To view Figure 1, please visit the following link: http://media3.marketwire.com/docs/trefig1.pdf. CARIBOU DEPOSIT A 2006 historic resource estimate by the previous operator at Caribou tabled significant resources in the deposit (Table 1). Trevali plans to undertake an updated National Instrument 43-101 (NI 43-101) compliant resource estimate for the Caribou polymetallic deposit in early 2013. ---------------------------------------------------------------------------- Caribou Historic % % Ag Zn Pb Ag Resources(i) Tonnes Zn Pb (gpt) (Mlbs) (Mlbs) (Moz) ---------------------------------------------------------------------------- Contained Metal ---------------------------------------------------------------------------- Indicated Resources 3,810,000 7.5 3.26 92 629 273 11.2 ---------------------------------------------------------------------------- Inferred Resources 3,944,300 7.36 3.59 107 639 312 13.5 ---------------------------------------------------------------------------- Table 1: Historic Caribou deposit resources(i) based on a 2006 NI 43-101 report dated January 30, 2006 prepared by InnovExplo Inc (and reviewed by Micon International Limited in its technical report dated March 23, 2006) for Blue Note Metals Inc. Historic resource estimate is 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. (i)Note: The Company cautions that although the 2006 resource estimate was calculated under NI 43-101 regulations, it is not treating such estimates as a current resource under NI 43-101. Investors are further cautioned that a qualified person has not yet completed sufficient work to be able to verify the historical resource estimates, and therefore such historic resource estimates should not be relied upon. Between 2006 and 2007, the previous operator of the Caribou mill and mine complex invested approximately $100-to-120 million in a major overhaul and modernization of the processing plant and mine infrastructure (effectively new state-of-the-art milling and grinding circuits - Isa Mills and On-Stream analysers to optimize recoveries) (Figure 1). 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. Historically no copper concentrates were produced, which represents additional near-term upside as Trevali intends to add a copper circuit to the processing plant. Trevali believes that the historically defined deposit contains excellent exploration potential and production can be f ast-tracked to provide additional mill-feed (and employment opportunities). Specific upside includes: -- Historically 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 in historic drill holes; and -- Significant copper 'feeder' zones were not mined due to lack of a copper circuit. A historic non- NI 43-101 resource(ii) 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 within which significant higher grade zones occur. (ii)The Company cautions again, however, that the foregoing is historical in nature and that more work is required in order to define a NI 43-101 resource. As previously stated, Trevali plans to undertake an updated NI 43-101 compliant resource estimate for the Caribou polymetallic deposit in early 2013. To view Figure 2, please visit the following link: http://media3.marketwire.com/docs/trefig2.pdf. SPROTT BRIDGE LOAN FACILITY In order to facilitate the closing of the Maple transaction, Trevali and Sprott Resource Lending Partnership ("Sprott") have amended the $10-million bridge-loan credit facility agreement announced on August 15, 2012, increasing it to $16-million under similar terms. The additional proceeds were used to redeem Maple's $6 million debenture issued earlier this year to Breakwater Resources Ltd. (Nyrstar). In connection with Sprott's advance of an additional $6 million to Trevali, Sprott received a $60,000 structuring fee and 158,127 common shares as a bonus. Trevali and RMB Resources continue to make progress on securing a $60-million senior, corporate-level debt facility in order to support the Caribou Mill re-start. It is anticipated that upon completion of such a senior-debt facility, that Trevali will repay the $16 million Sprott bridge credit facility in full. TRANSACTION DETAILS As previously announced, since May 14, 2012, the date Trevali and Maple executed the Combination Agreement, Trevali has, through a transition services agreement, managed the Caribou Mine operations. This has included Trevali providing Maple with equity advances in the amount of approximately $3,943,800 through the end of October, 2012 to enable Maple to meet its financial obligations for the Caribou Mine as such obligations fell due prior to Closing. In addition, on Closing, Trevali has (subject to certain limitations set forth in the transaction documents) agreed to assume all other financial (including short-term, non-interest bearing debt in the principal amount of $729,972 USD) and other obligations of Maple in relation to the Caribou mine and mill complex. Such other obligations include a legal claim (the "Claim") commenced in New Brunswick in May 2012 by two plaintiffs (Margaret Kent and Ross F. Burns) against Maple and certain of its principals. In the Claim, the plaintiffs claim, among other things, a 24.5% interest in Maple and/or its underlying assets. Trevali and Maple, including Maple's former principals who are named defendants, believe that the Claim is without merit and plan to defend the matter vigorously. On Closing of the Transaction, a finder's fee of 2% is payable to an arms-length third party. The majority shareholder of Maple, MMC Holding - a private limited company incorporated under the laws of the Grand Duchy of Luxembourg ("MMC"), has entered into a voting support and standstill agreement (herein, the "Lock-Up Agreement") pursuant to which, among other things, MMC has agreed to support, for a period of one year from Closing, the Company's Board nominees and has further agreed to restrictions on the disposition of certain of the Trevali common shares issuable to MMC at Closing. Furthermore, pursuant to the Lock-Up Agreement, MMC has agreed not to acquire any additional Trevali common shares (other than through the exercise of warrants issued to MMC at Closing) for a period of 2 years from Closing, without the consent of Trevali. In addition, under the Lock-Up Agreement, MMC has agreed not to (and to cause any transferee of its shares not to) dispose more than 10% of its shareholdings through the facilities of any stock exchange on which Trevali's common shares are listed for a period of one year from Closing. The shares issued to MMC on Closing contain a four month and one day statutory resale restriction. MMC has also agreed to guarantee the representations and warranties given by Maple under the Combination Agreement and, to this end, has escrowed 20% of its Trevali shares (namely 3,967,399 common shares) received at Closing in support of its guarantee. Upon completion of the Transaction, Trevali has 197,098,695 common shares issued and outstanding with the current shareholders of Maple now holding approximately 10.15% of the common shares of Trevali. The Company continues to work closely with the Province of New Brunswick in respect to securing an environmental liability sharing agreement in form and substance similar to that enjoyed by previous operators of the Caribou Mine. 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, director and shareholder. ABOUT TREVALI MINING CORPORATION Trevali is a zinc-focused base metals development company with operations in Canada and Peru - the Halfmile and Santander mines respectively. In Canada, Trevali owns the Halfmile zinc-lead-silver mine, the Caribou Mine and Mill, and Stratmat polymetallic deposit all located in the Bathurst Mining Camp of northern New Brunswick. The Company also has the past-producing Ruttan copper-zinc mine in northern Manitoba. Initial production from the Halfmile mine commenced in early 2012 and underground development is ramping up to achieve a planned production rate of approximately 3,000-tonnes-per-day to feed planned operations at the Company's Caribou Mill Complex in 2013. In Peru, the Company has the Santander zinc-lead-silver mine 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 Q4-2012 with ramp up to full 2,000-tonnes-per-day production in 2013. Additionally through its wholly-owned subsidiary, Trevali Renewable Energy Inc., Trevali plans to undertake a significant upgrade of its wholly-owned Tingo run-of-river hydroelectric generating facility to allow, in addition to supplying power to the Santander mining operation, 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 CORPORATIO N 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. Contacts: Trevali Mining Corporation Steve Stakiw Manager - Corporate Communications (604) 488-1661 / Direct: (604) 638-5623 firstname.lastname@example.org www.trevali.com
Trevali Closes Acquisition of Maple Minerals to Acquire
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