Trigon Metals Finalizes US$24 Million Sale of Kombat Mine to Horizon Corporation

Trigon Metals Inc. has officially signed a definitive agreement to sell its interest in the Kombat Project in Namibia to Horizon Corporation Limited. This all-cash transaction, valued at US$24 million, marks a significant strategic shift for Trigon, allowing it to focus on other promising projects while providing Horizon with a key asset for future development.

Definitive Agreement Signed for Kombat Mine Sale

Trigon Metals Inc. announced on May 29, 2025, the signing of a definitive share purchase agreement with Horizon Corporation Limited and its affiliate, Kamino Minerals Limited. This agreement formalizes the sale of Trigon's entire interest in the Kombat Project in Namibia, following a previously disclosed binding term sheet and successful due diligence by both parties.

Key Transaction Details

• Purchaser: Kamino Minerals Limited, an affiliate of Horizon Corporation Limited.
• Acquired Assets:
  • 100% of shares in Trigon Ontario.
  • 100% of shares in PNT Financeco Corp. (holding company for Namibian assets).
  • Intercompany loan owed by PNT to Trigon.
• Consideration: US$24,000,000 in cash.
  • $1 for Trigon Ontario shares.
  • $23,999,999 for PNT shares and the PNT Loan, subject to a purchase price adjustment for outstanding liabilities.
• Payment Structure: Eight equal installments, with the first payment due nine months after shareholder approval and Namibian regulatory clearances. Subsequent installments will be paid quarterly.
• Additional Payments:
  • A Production Payment ranging from US$3.5 million to US$13 million, contingent on the Kombat Project achieving specific daily ore production targets for 90 consecutive days.
  • A 1.0% copper net smelter returns royalty on the Project, payable for up to 20 quarters if the invoiced copper price exceeds $4.00 per pound, commencing after 1,000 tonnes of copper metal production for two consecutive months.

Strategic Rationale and Shareholder Benefits

Jed Richardson, Executive Chairman and CEO of Trigon, highlighted the transaction's importance, stating that the proceeds will provide a "strong and flexible foundation" for Trigon's continued growth at its Silver Hill, Addana, and Kalahari Copperbelt projects. The deal also includes the forgiveness of a US$4 million outstanding loan from Horizon.

Knowledge Katti, a founding shareholder in Trigon Namibia, expressed strong support, emphasizing Horizon's experience in the mining sector and the potential for the reopening of the Kombat Mine to create jobs and boost the local economy in Namibia.

Pre-Closing Reorganization and Loan Adjustments

Prior to closing, Trigon will undergo an internal reorganization, including the incorporation of a new Ontario subsidiary (Trigon Ontario) and the transfer of certain rights and obligations, including the Sprott stream agreement, to this new entity. This reorganization aims to streamline the assets being transferred to Horizon.

Existing loans from Horizon to Trigon, including a US$4 million Horizon Loan and a US$2 million Additional Loan, will be addressed as part of the sale. Project-related loan amounts will be transferred to PNT, effectively clearing this debt for Trigon. The Additional Loan will be advanced to Trigon after shareholder approval and will be offset against the eighth installment payment of the transaction.

Approvals and Conditions

The transaction is subject to several key approvals, including:

• Approval by at least 66 2/3% of Trigon shareholders.
• Approval from the Namibian Competition Commission.
• Consent from Sprott Private Resource Streaming and Royalty (B) Corp. and Sprott Mining Inc.
• Approval from the TSX Venture Exchange.

Trigon's Board of Directors has unanimously approved the agreement, based on a fairness opinion from Beacon Securities Limited, and recommends that shareholders vote in favor of the transaction.

Sources

• Trigon Metals Announces Signing of Definitive Agreement for Sale of Interest in Kombat Mine to Horizon -
  Junior Mining Network, Junior Mining Network.