Bogotá, Colombia and Toronto, Ontario--(Newsfile Corp. - March 1, 2024) - Sun Valley Investments AG ("Sun Valley") announces that it has entered into a share purchase agreement (the "Agreement") with Mercantil Colpatria S.A ("Mercantil") Vince Business Corp., Vince Business Colombia S.A.S. and Banderato Colombia S.A.S. (collectively, the "Colpatria Group") to purchase 67,440,916 common shares ("Acquired Securities") of Mineros S.A. ("Mineros" or the "Company"), by way of a private agreement (the "Transaction") at a price of C$0.836 per share for aggregate consideration of C$56,380,605.94. The Acquired Securities represent 22.5% of the issued and outstanding common shares of Mineros. The Transaction will not occur on any stock exchange or other securities market. None of the parties to the Agreement are, and none of the Acquired Securities will be acquired from (or were offered to be acquired from), parties located in any province or territory of Canada.
Immediately prior to the Transaction, Sun Valley did not beneficially own or exercise control over any common shares of Mineros. Upon completion of the Transaction, Sun Valley will beneficially own and exercise control over 67,440,916 common shares of Mineros, representing 22.5% of the issued and outstanding common shares. The Transaction is expected to close in the first half of 2024, subject to certain terms and conditions.
Sun Valley will hold its shares in Mineros for investment purposes. A condition of the completion of the Transaction is that nominees put forth by Sun Valley ("Acquiror Nominees") are elected to the Company's board of directors in accordance with the terms of the Agreement. Pursuant to the terms of the Agreement, the Colpatria Group is required to submit the Acquiror Nominees to be elected as new directors of the Company and vote in favour of the Acquiror Nominees at the next annual meeting of the Company's general shareholders assembly, which has been scheduled for March 26, 2024.
In connection with the Transaction, Sun Valley also entered a shareholders agreement (the "Shareholders Agreement") with Banderato Colombia S.A.S. and Acciones y Valores Milenio S.A. (together, the "MC Companies"), which will govern 23,662,827 common shares of Mineros that the MC Companies will continue to hold following the Transaction. Pursuant to the terms of the Shareholders Agreement, the MC Companies will be required to vote in favour of Acquiror Nominees following the closing of the Transaction during the term of the Shareholders Agreement. In addition, subject to certain conditions, the Shareholders Agreement may require Sun Valley to acquire additional Mineros common shares from the MC Companies.
Sun Valley will evaluate its investment in Mineros on an ongoing basis and may increase or decrease its holdings in Mineros and otherwise engage with the Company in the future, subject to market conditions and other relevant factors.
This news release is issued pursuant to National Instrument 62-103 - The Early Warning Systems and Related Take-Over Bids and Insider Reporting Issues ("62-103"), which also requires a report to be filed with regulatory authorities in each of the jurisdictions in which the Company is a reporting issuer containing information with respect to the foregoing matters ("Early Warning Report"). The Early Warning Report containing additional information with respect to the foregoing matters will be filed and made available under the SEDAR+ profile of Mineros at www.sedarplus.ca.
For the purposes of NI 62-103 the head office address of Mineros is Carrera 43A No. 14-109, Piso 6, Edificio Nova Tempo, Medellin, Colombia. Sun Valley is a corporation existing under the laws of Switzerland. The head office address of Sun Valley is Bahnhofplatz 6300, Zug, Switzerland.
Dentons Cardenas & Cardenas Abogados S.A.S (Colombia) and Dentons Canada LLP acted as legal advisors to Sun Valley in connection with the Transaction.
About Sun Valley
Sun Valley is a private investment firm focused on the metals and mining industry with portfolio companies and branch offices in the Americas, Europe and Asia.
Sun Valley's senior leadership team has several decades of experience in mining and investment companies and combines investment skills across diverse asset classes with hands-on experience at both senior and junior companies in the precious metals mining and refining industry.
The firm finances the entire precious metals supply chain: mineral exploration, mine construction, production, processing and refining.
For further information, please contact:
Camilo Alvarez
email: calvarez@sunvalleyinv.com phone: +1 281 994 7031
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/200028
