Karmin Exploration has signed a share purchase agreement with One Valley Peru and its parent company VI Mining for the sale of its wholly-owned subsidiary Karmin Peru, which holds 100% interest in the Cushuro Gold Project.
Image: Karmin intends to sell Peruvian assets. Photo by rawpixel on Unsplash.
VI Mining is a public company in the United Kingdom whose shares trade on the NEX Exchange Growth Market (the (“NEX Exchange”).
The purchase price payable for the shares of Karmin Peru is US$27,500,000 (the “Purchase Price”) with such amount to be satisfied in full through the issuance by VI Mining of 5,753,138 ordinary shares in its capital (the “Consideration Shares”) based on the 30 day volume weighted average price for the 30 days prior to the Purchase Agreement (the “VWAP”). The Purchase Agreement also provides that to the extent the VWAP of the ordinary shares of VI Mining on the second anniversary of closing (the “Year 2 VWAP”) is less than the VWAP, then VI Mining will issue to Karmin such number of additional unrestricted and free-trading ordinary shares in the capital of VI Mining as is calculated by dividing the Purchase Price by the difference between the VWAP and the higher of the Year 2 VWAP or £2.50.
Pursuant to the terms of the Purchase Agreement, Karmin and VI Mining have entered into a lock-up agreement whereby Karmin has agreed to restrict its ability to sell the Consideration Shares until March 2, 2020, being a period of two years from the date which VI Mining was admitted to trade on the NEX Exchange.
The closing of the transactions contemplated by the Purchase Agreement remain subject to the approval of the TSX Venture Exchange and the satisfaction of certain other conditions precedent.
Karmin’s focus for the past several years has been and will continue to be on its 30% interest in its joint venture with Nexa Resources in respect of the Aripuanã Zinc Project in Brazil.
David Brace, CEO and President of Karmin commented: “We are pleased that the value of this non-core asset is being realized for the benefit of all Karmin’s shareholders. VI Mining is consolidating a position in the world-class gold mining district that surrounds the Cushuro property and through this transaction Karmin will get exposure to the synergies that are being created by this consolidation and should benefit from their reflection in VI Mining’s share price over the term of the lock-up and beyond” He added, “Karmin’s management and Board have been and will continue to be focused on Karmin’s core asset, being its 30% interest in the world class Aripuanã zinc-lead-copper-silver mining project, and we will continue our efforts to explore Karmin’s strategic alternatives to finance this asset.”
Source: Company Press Release