Marimaca Copper Corp. (“Marimaca Copper”, “Marimaca” or the “Company”) (TSX: MARI) and Assore International Holdings Limited (“AIH”) are pleased to announce a C$68 million equity investment (the “Strategic Investment”) by AIH in Marimaca.
The Strategic Investment consists of the acquisition of 9,417,210 common shares of Marimaca (“Common Shares”) by AIH from an affiliate of Tembo Capital Mining GP Limited, Ndovu Capital XIV B.V. (collectively, “Tembo Capital”) (the “Tembo Acquisition”), at a price of C$4.50 per Common Share for gross proceeds to Tembo Capital of C$42,377,445 pursuant to a share purchase agreement dated July 15, 2024 and the issuance of 5,725,000 units (“Units”) of the Company to AIH by way of a non-brokered private placement for gross proceeds of C$25,762,500 pursuant to a subscription agreement dated July 15, 2024 (the “AIH Private Placement”).
Each Unit consists of one Common Share and one half of one Common Share purchase warrant (each whole Common Share purchase warrant a “Warrant”) at a price of C$4.50 per Unit. Each Warrant will entitle AIH to purchase one additional Common Share at an exercise price of C$5.85 for a period of 18 months following the closing of the AIH Private Placement. Following completion of the Strategic Investment and the Additional Private Placement (as defined below), AIH will own approximately 14.99% of the issued and outstanding Common Shares on a non-diluted basis and 18.07% of the Common Shares on a partially diluted basis (assuming the exercise in full of the Warrants held by AIH and the exercise of the Option described and defined below). Prior to the Tembo Acquisition and the AIH Private Placement, AIH did not own any securities of Marimaca.
The Unit subscription price represents a 15% premium to the 20-day volume weighted average price of the Common Shares on the Toronto Stock Exchange (the “TSX”) as of July 12, 2024.
In addition, another investor will subscribe for 1,000,000 Units by way of private placement on the same pricing terms as the AIH Private Placement for gross proceeds of C$4,500,000 (the “Additional Private Placement”) (together with the AIH Private Placement the “Private Placements”).
Proceeds from the Private Placements will be used to advance the development of the Company’s flagship Marimaca Copper Project (the “Project”) located in the Antofagasta region, Chile and for exploration work programs at key targets within the Company’s regional land package, as further detailed below.
Hayden Locke, President & CEO of Marimaca Copper, commented:
“Firstly, I would like to take this opportunity to thank Tembo for its strong support of the Company. When conflicting investment and project development timelines meet, especially with one of a Company’s key investors, it can create challenges for management. With this transaction, Tembo has introduced a new investor that is perfectly aligned with the Company’s longer-term objective, to be a copper producer. I am also very pleased that Tembo’s former nominee Director, Tim Petterson, has agreed to stay on the Board as an independent director.
Secondly, on behalf of the Board of Directors, I would like to welcome our new partner, Assore International Holdings Limited (AIH), to the Marimaca team. AIH has completed extensive due diligence and is aligned with our objective of becoming a copper producer, while continuing to invest in exploration and other opportunities for value creation. AIH and its parent company Assore Holdings bring a valuable combination of deep mining heritage, business acumen and financial strength, which further derisks us on our development journey.
Lastly, we welcome Kieran Daly (Managing Director of Assore International Holdings Limited) to the Board as the Nominee of AIH and look forward to working closely with him, and the broader Assore group, as we push ahead with our development plans.”
Kieran Daly, Managing Director of Assore International Holdings Limited, commented:
“We look forward to working alongside the Marimaca team as another step in our journey to diversify and grow our exposure to commodities and projects that are key to meeting the future needs of the global consumer, in a safe and sustainable manner. The well-defined Marimaca resource along with its considerable upside and medium-term copper production potential, is very interesting to us, and we are excited to partner with Marimaca by leveraging our mining heritage, experience and expertise to realise Marimaca’s potential.”
