Zimapan processing facility with a capacity of 75,000 dry metric tonnes per month and zinc, lead and copper circuits

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Santacruz Silver enters definitive agreement to acquire the Zimapan mine and arranges financing for transaction. (Credit: Gerd Altmann from Pixabay)

Santacruz Silver Mining Ltd. (TSX.V:SCZ; OTC:SZSMF; FSE:1SZ) (the “Company” or “Santacruz”) reports that its wholly-owned subsidiary, Carrizal Mining S.A. de C.V. (“Carrizal”), has entered into a definitive agreement (the “P&S Agreement”) with Minera Cedros, S.A. de C.V. (“Minera Cedros”), a wholly owned subsidiary of Industrias Peñoles, S.A.B. de C.V., to acquire (the “Acquisition”) the Zimapan property and related assets (the “Zimapan Mine”) located in Zimapan, Hidalgo State, Mexico for total consideration of US$20 million (plus applicable Mexican Value Added Tax of US$3.2 million) (the “Purchase Price”). The P&S Agreement supersedes the term sheet previously entered into by the parties.

The Acquisition remains subject to a number of conditions, including receipt of all necessary regulatory approvals including approval of the TSX Venture Exchange (“TSXV”), as the Acquisition constitutes a “Fundamental Acquisition” pursuant to TSXV Policy 5.3.

Assets to be acquired pursuant to the Acquisition include:

  • Zimapan processing facility with a capacity of 75,000 dry metric tonnes per month and zinc, lead and copper circuits.
  • Surface and underground infrastructure including electrical and other necessary infrastructure required for day-to-day operations.
  • 34 mining concessions covering an area of 5,139 hectares, including the highly prospective 337-hectare Santa Gorgonia 1 concession. The mining concessions are all located proximate to the municipality of Zimapan. To date, Carrizal has identified 14 mineral zones that are characterized as polymetallic replacement mineralization of Pliocene age. Within the mineral zones, silver, lead, zinc and copper minerals have preferentially replaced the carbonate host rocks and pre-existing skarn bodies to produce disseminated, semi-massive sulphide and massive sulphide bodies that occur in proximity to monzonitic intrusions and quartz-feldspar porphyry dikes.

The Company previously filed an independent technical report relating to the Zimapan Mine dated August 5, 2020 titled “Technical Report Zimapan Property Hidalgo Mexico” under National Instrument 43-101 Standards of Disclosure for Mineral Projects (“NI 43-101”), available at www.sedar.com.

The Company also reports that it has concurrently entered into a loan facility agreement with Trafigura México, S.A. de C.V. (“Trafigura Mexico”) providing for a loan to Carrizal in the amount of approximately US$17.6 million (the “Trafigura Loan Facility”), US$15 million of which Trafigura Mexico will advance to Minera Cedros on behalf of Carrizal on closing of the Acquisition in partial satisfaction of the Purchase Price. The remaining balance of the Purchase Price payable to Minera Cedros pursuant to the P&S Agreement, being US$8.2 million, is being financed by Minera Cedros (the “Vendor Loan Facility”). The US$2.6 million balance of the Trafigura Loan Facility represents the refinancing of existing debt owing to Trafigura Mexico by Carrizal and an affiliate.

Carlos Silva, CEO of Santacruz, commented; “The completion of this transaction and concurrent financing will be transformational for Santacruz and will mark the Company as an emerging mid-tier silver producer.” He continued, “We thank Minera Cedros and Trafigura Mexico for their support in concluding the definitive agreements as we now work towards closing this important acquisition. Our goals following completion of the Acquisition include continuing to implement operational efficiencies, achieve quarterly production of approximately 200,000 wet metric tonnes by Q3 2021 and further explore opportunities for growth on the property.”

Details of Trafigura Loan Facility and Vendor Loan Facility

The Trafigura Loan Facility is for a period of 42 months at an annual interest rate of three-month LIBOR + 6.5% (currently approximately 7.5%), repayable in monthly instalments of principal plus accrued interest for the respective period. The Trafigura Loan Facility will be secured by a first charge over all Zimapan Mine assets and all other material assets owned by the Company and its subsidiaries. In addition, the Company has agreed to issue to Trafigura Mexico or an affiliate 28 million bonus warrants, each warrant exercisable into a Santacruz common share at $0.395 per share, for a period of 12 months with respect to 26% of the warrants and 42 months with respect to 74% of the warrants, subject to the policies and approval of the TSXV. The Trafigura Loan Facility contains normal course liquidity and financial ratio covenants, among others.

The Vendor Loan Facility will be repayable as to US$3.0 million, plus accrued interest at the rate of 10% per annum, on or before March 31, 2021 and US$5.2 million, plus accrued interest, on or before June 30, 2021. The Vendor Loan Facility will be secured by a subordinated charge against the Zimapan Mine assets.

Pursuant to the Trafigura Loan Facility, Trafigura Mexico will have the right to offset payments owing by Trafigura Mexico to Carrizal and/or its affiliates under existing commodity purchase and sale agreements, against payments owing by Carrizal to Trafigura Mexico under the Trafigura Loan Facility.

Concurrent completion of the Acquisition and the Trafigura Loan Facility remain subject to customary closing conditions, in addition to receipt of all necessary regulatory approvals including approval of the TSXV.

Source: Company Press Release