공시 • Apr 17
Camino Minerals Corporation (TSXV:COR) and Nittetsu Mining Co., Ltd. (TSE:1515) completed the acquisition of Cuprum Resources Chile Ltda from funds managed by Denham Capital Management.
Camino Minerals Corporation (TSXV:COR) and Nittetsu Mining Co., Ltd. (TSE:1515) signed a letter of intent to acquire Cuprum Resources Chile Ltda from funds managed by Denham Capital Management for CAD 42.7 million on May 29, 2024. The consideration consisting of equal amounts of cash CAD 10 million and shares CAD 10 million), contingent payments with a value of CAD 25 million and a 1% net smelter return royalty. On June 26, 2024, Camino made a cash payment to the vendor pursuant to the LOI in the amount of CAD 100,000 for the exclusivity arrangement. Based on the current terms set out in the LOI, Nittetsu is expected to provide the initial cash consideration of CAD 10 million, and Camino to provide initial share consideration of CAD 10 million, priced at a share price equal to the lesser of CAD 0.075 and the share price of a financing anticipated to be undertaken by the Company in connection with the Proposed Acquisition. Separate Denham-advised funds hold a shareholder interest in Camino of approximately 15% and Justin Machin, a Managing Director of Denham Capital, is a member of the Camino board. The principals and insiders of the Company post-closing of the Proposed Acquisition (including the Camino board composition) are yet to be determined, but the LOI contemplates certain Camino board representation rights granted to Denham Capital based on share ownership percentage thresholds beginning at 9.9%. As on October 4, 2024, Camino Minerals Corporation (TSXV:COR) and Nittetsu Mining Co., Ltd. (TSE:1515) entered into a definitive share purchase agreement to acquire Cuprum Resources Chile Ltda from funds managed by Denham Capital Management. Assuming (i) no equity financing is completed prior to Closing, (ii) 140,000,000 Camino shares are issued to the Vendors at Closing, and (ii) no Camino shares are issued to satisfy any contingent payments, upon completion of the Transaction. In connection with the Transaction, and subject to approval of the TSX Venture Exchange Camino intends to undertake a private placement of common shares to close prior to, or concurrently with, closing of the Transaction, for gross proceeds of up to $2 million for working capital purposes. The terms, timing, and pricing of such financing have not been finalized and will be detailed in a subsequent news release. The Vendors have agreed to participate in the financing, directly or indirectly, in the amount of CAD 0.5 million. Pursuant to the audited financial statements of Cuprum as at December 31, 2023, Cuprum had CAD 65.24 million in total assets and net cash of CAD 3.19 million. Cuprum Resources had a net asset balance of CAD 64.658 million. The Camino board representative of Denham Capital has and will continue to abstain from all deliberations and voting in respect of the Proposed Acquisition. Assuming (i) no equity financing is completed prior to Closing, (ii) 140,000,000 Camino shares are issued to the Vendors at Closing, and (ii) no Camino shares are issued to satisfy any contingent payments, upon completion of the Transaction.
The parties are working toward completion of definitive documentation for early Q3 2024. Completion of the acquisition is subject to due diligence, settlement of definitive agreements, Camino shareholder approval, TSXV and other regulatory approvals, satisfaction of certain permitting milestones and other customary conditions. The Camino board representative of Denham Capital has and will continue to abstain from all deliberations and voting in respect of the Proposed Acquisition. On November 28, 2024, Camino Minerals Corporation is arranging a non-brokered private placement to raise total gross proceeds of up to CAD 2 million. The Financing will consist of the issue of up to 57.14 million common shares of the Company at a price per Share of CAD 0.035. If the Proposed Transaction is successfully completed, the new Board will be comprised of Jay Chmelauskas, Christopher Adams and Kenneth C. McNaughton, all of whom are currently directors of the Corporation, and Justin Machin, Carl Tricoli, Herculus Jacobs, and Ziad Saliba, each of whom is a nominee of an entity to be designated by the Vendors. The executive officers of Camino will not change as a result of the completion of the Proposed Transaction, and Jay Chmelauskas and David Baker will each continue as the Chief Executive Officer and President, and the Chief Financial Officer, respectively. As of March 18, 2025 the transaction is expected to close during the first week of April 2025.
Argent Partners Limited acted as financial advisor in the Cuprum Resources Chile Ltda.
Camino Minerals Corporation (TSXV:COR) and Nittetsu Mining Co., Ltd. (TSE:1515) completed the acquisition of Cuprum Resources Chile Ltda from funds managed by Denham Capital Management on April 17, 2025.