VANCOUVER, BRITISH COLUMBIA--(Marketwire - April 6, 2011) -
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES
Trevali Resources Corp. ("Trevali" or the "Company") (News - Market indicators)(OTCQX:TREVF)(FRANKFURT:4TI) is pleased to announce the closing of the underwritten private placement financing co-led by Raymond James Ltd. and M Partners Inc. (the "Underwriters"), previously announced by a news release dated March 21, 2011, for total gross proceeds of C$6,150,000 (the "Brokered Private Placement"). Under the terms of the Brokered Private Placement, Trevali issued a total of 3,236,842 common shares (the "Common Shares") at a price of C$1.90 per Common Share. The Brokered Private Placement is being completed in conjunction with a non-brokered private placement (the "Non-Brokered Private Placement"), with aggregate gross proceeds totalling $10.0M.
Under the Brokered Private Placement, Trevali paid the Underwriters a cash commission of C$369,000 and also issued to the Underwriters a total of 194,210 compensation options (the "Compensation Options"). Each Compensation Option entitles its holders thereof to purchase one (1) Common Share, exercisable at a price of C$2.34 per Common Share for a period of twenty-four (24) months following the closing of the Brokered Private Placement.
Concurrent with the Brokered Private Placement, Trevali is also completing a Non-Brokered Private Placement of 2,026,315 Common Shares for gross proceeds to Trevali of C$3,850,000. This Non-Brokered Private Placement is expected to close by the end of the week of April 4th, 2011.
The securities issued under the Brokered Private Placement and Non-Brokered Private Placement will be subject to a four-month period.
The net proceeds are intended to be used for construction of the Santander Mine, continued exploration expenditures in Peru and for general administrative and corporate purposes.
ABOUT TREVALI RESOURCES CORP.
The Company in conjunction with its partner, Glencore International A.G., has entered into a definitive development agreement for the Santander zinc-lead-silver project in west-central Peru that will see Glencore provide and operate on the property, a 2,000-tonne-per-day concentrate plant, undertake mining operations on a 'contractor/toll basis' and enter into a long-term concentrate offtake agreement with the Company for 100% of the Santander project's production at International Benchmark terms.
Additionally, through its wholly owned subsidiary Trevali Renewable Energy Inc., the Company is undertaking a significant upgrade of the Tingo run-of-river hydroelectric generating facility along with transmission line upgrades and extensions to allow, in addition to supplying power to the mining operation on the property, the potential sale of surplus power into the Peruvian National Energy Grid.
Trevali has also recently entered into a definitive Arrangement Agreement with Kria Resources Ltd. (Kria) to complete a business combination whereby Trevali will acquire all of the issued and outstanding common shares of Kria and Kria will become a wholly-owned subsidiary of Trevali (see News Release NR11-02 for details).
The common shares of the Company are currently listed on the TSX (symbol TV). For further details on the Company, readers are referred to the Company's web site (www.trevali.com) and to Canadian regulatory filings on SEDAR at www.sedar.com.
U.S. Cautionary Statements
We advise US investors that while the terms "measured resources", "indicated resources" and "inferred resources" are recognized and required by Canadian regulations, the US Securities and Exchange Commission does not recognize these terms. US investors are cautioned not to assume that any part or all of the material in these categories will ever be converted into reserves.
The shares of the Company to be issued in connection with the Arrangement have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or the laws of any state or other jurisdiction of the United States and will be issued in reliance on an exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereof. Neither the U.S. Securities and Exchange Commission nor any state securities commission in the United States has approved or disapproved of the shares of the Company to be issued in the Arrangement, passed upon the merits or fairness of the Transaction, or passed upon the accuracy or adequacy of the disclosure in the Joint Information Circular and any representation to the contrary is a criminal offence in the United States.
On Behalf of the Board of Directors of TREVALI RESOURCES CORP.
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.