TORONTO, Dec. 03, 2020 (GLOBE NEWSWIRE) -- Glencore Canada Corporation, a wholly-owned subsidiary of Glencore PLC (collectively, “Glencore”) on December 2 completed the subscription for 49,000,000 units (the “Units”) of Trevali Mining Corporation (“Trevali”) at a price of C$0.185 per Unit, for aggregate transaction consideration of C$9,065,000 (the “Transaction”).
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 (defined below) at a price of C$0.23.
The Transaction was completed pursuant to the terms of the Investor Rights Agreement (defined below).
The Transaction was part of a broader public offering (the “Offering”) of 186,530,000 Units (including 24,330,000 Units issued in connection with the exercise by the underwriters under the Offering of the over-allotment option issued to such underwriters) by Trevali in connection with which Glencore exercised its Pro Rata Right (defined below).
In particular, pursuant to an investor rights and governance agreement between the Trevali and Glencore dated as of August 31, 2017 (the “Investor Rights Agreement”), subject to limited exceptions, Glencore has the right to maintain the percentage of the issued and outstanding Common Shares owned by Glencore in the event that Trevali issues Common Shares or securities convertible into or exercisable or exchangeable for Common Shares for cash proceeds (the “Pro Rata Right”).
Trevali provided Glencore notice of the Offering, and Glencore committed to fully exercise its Pro Rata Right.
Immediately prior to completing the Transaction, Glencore owned and exercised control over 210,835,925 Common Shares representing approximately 26.3% of the issued and outstanding Common Shares at such time.
Immediately prior to completing the Transaction, Glencore owned and exercised control over no Warrants.
After giving effect to the Transaction, the percentage of the issued and outstanding Common Shares owned and controlled by Glencore remains at approximately 26.3% of the issued and outstanding Common Shares and Glencore now owns and controls a total of 259,835,925 Common Shares representing approximately 26.3% of the issued and outstanding Common Shares (assuming for purposes of the foregoing that there are 989,091,585 Common Shares issued and outstanding).
In addition, after giving effect to the Transaction, Glencore also holds 24,500,000 Warrants which would result in a total of 24,500,000 Common Shares being issuable to Glencore upon exercise of all of the Warrants. Assuming exercise of all of the Warrants, Glencore would hold a total of 284,335,925 Common Shares representing approximately 28.05% of the Common Shares on a partially diluted basis (assuming 1,013,591,585 Common Shares would be outstanding on a partially diluted basis) with the exercise price described above.
Glencore’s decision to complete the Transaction was made in the context of its overall investment purposes. Glencore will continue to review its investment alternatives from time to time and may determine to increase or decrease its equity ownership in Trevali through the acquisition or sale of additional outstanding common shares or other securities of Trevali, either through open market or privately negotiated transactions in accordance with applicable securities laws.
Trevali’s head office is located at Suite 2300, 1177 West Hastings Street, Vancouver, BC, V6E 2K3, Canada.
Glencore Canada Corporation’s head office is located at 100 King Street West, Suite 6900, Toronto, Ontario, M5X 1E3.
An early warning report in respect of the Transaction will be filed under Trevali’s profile on SEDAR at www.sedar.com, and may also be obtained by contacting the person named below.
For further information please contact Alexis Segal, Telephone +1 514 239 2527
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Notes for Editors
Glencore is one of the world’s largest global diversified natural resource companies and a major producer and marketer of more than 60 commodities. The Group's operations comprise around 150 mining and metallurgical sites and oil production assets.
With a strong footprint in over 35 countries in both established and emerging regions for natural resources, Glencore's industrial activities are supported by its global marketing network.
Glencore's customers are industrial consumers, such as those in the automotive, steel, power generation, battery manufacturing and oil sectors. We also provide financing, logistics and other services to producers and consumers of commodities. Glencore's companies employ around 160,000 people, including contractors.
Glencore is proud to be a member of the Voluntary Principles on Security and Human Rights and the International Council on Mining and Metals. We are an active participant in the Extractive Industries Transparency Initiative.