RCS - Camino Minerals Corp - Camino and Nittetsu Complete Acquisition
17/04/2025 12:00
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RNS Number : 4093F Camino Minerals Corporation 17 April 2025
Camino and Nittetsu Complete Acquisition of Permitted Puquios Copper Project
in Chile
VANCOUVER, BC / ACCESS Newswire (https://www.accessnewswire.com/) / April 17,
2025 / Camino Minerals Corporation (TSXV:COR)(OTC PINK:CAMZF) ( "Camino" or
the "Company" ) is pleased to announce the completion of its previously
announced (1) acquisition (the " Acquisition ") of all of the issued and
outstanding shares of Cuprum Resources Chile SpA (" Cuprum "), which owns the
construction-ready Puquios copper project located in Chile (the " Puquios
Project ").
"Camino is building a copper production platform, and Puquios is the right
sized, long life, copper asset with primary permits in place to be the next
copper mine in the world's largest copper jurisdiction (2) , Chile. The recent
PFS demonstrates a project with an after-tax internal rate of return of 23.4%
and a low capital cost of US$142M (see the Company's news release of March 17,
2025). Our next steps are to market our business plan to global capital
markets to earn a re-rating as a near-term new copper producer in the sector.
We are pleased that our 50% JV partner at Puquios, Nittetsu Mining, will
provide 50% of the equity capital required for the project, and has the direct
experience to lead the construction and operation of Puquios" said Jay
Chmelauskas, President and Chief Executive Officer of Camino.
"As we turn our attention to financing of Puquios, I would also like to
announce the appointment of Chris Adams, as the incoming Chairman of Camino.
Chris brings decades of mine financing experience to Camino. Combined with the
knowledge and experience of incoming Denham Capital nominee board members,
Carl Tricoli, Herculus Jacobs, and Ziad Saliba, we have an experienced
management team to progress Puquios to construction in the near term". said
Jay Chmelauskas, President and Chief Executive Officer of Camino.
Mita Shinichiro, General Manager of Nittetsu Mining Co., Ltd. said, "The
Puquios copper acquisition will be the third copper mine in Chile that
Nittetsu and I have directly been involved with building. We have an
established office in the La Serena region, where Puquios is located, and
where Nittetsu is currently building the Arqueros mine, our second copper mine
in Chile. As partners in the construction and operation of the Puquios copper
mine, we are pleased to continue and expand our collaboration with Camino in
Peru, and now in Chile".
The Acquisition was completed pursuant to the terms and conditions of the
share purchase agreement dated October 4, 2024 (as subsequently amended, the "
Share Purchase Agreement ") among the Company, Santiago Metals Investment
Holdings II SLU (" Santiago Metals ") and Santiago Metals Investment Holdings
II-A LLC (together with Santiago Metals, the " Vendors "), Nittetsu Mining
Co., Ltd. (" Nittetsu "), and Camino-Nittetsu Mining Chile SpA (" JVCO "). The
Acquisition resulted in JVCO (an entity existing under the laws of Chile in
which Camino and Nittetsu each hold a 50% ownership interest) acquiring a 100%
ownership interest in Cuprum, which owns the Puquios Project, a
construction-ready copper project that has obtained its primary RCA
environmental permit to build and operate the mine, and which the Company
believes is of a scale that it could (together with its business partners,
Denham Capital Management LP (" Denham Capital ") and Nittetsu) build by
sourcing the necessary funding from capital markets.
"With the acquisition of Puquios, Camino is uniquely positioned in the public
markets with one of the few shovel-ready copper projects in the Americas" said
Justin Machin, Managing Director of Denham Capital. "Denham Capital started
investing in Puquios in 2018, advancing the project through further
exploration, permitting and definitive engineering. We are pleased to partner
with Camino and Nittetsu to deliver Puquios through construction and into
production. The deep experience brought to the table by each of the partners
will be instrumental in successful project execution to achieve a valuation
re-rating as Camino becomes a copper producer."
Details of the Acquisition
On closing of the Acquisition, as partial consideration (i) the Company issued
to Santiago Metals an aggregate of 23,333,333 common shares in the capital of
the Company (the " Common Shares "), at a deemed issue price of C$0.45; and
(ii) Nittetsu delivered to the Vendors a cash payment in the amount of
C$9,932,480.96 (such amount representing the remaining portion of the cash
consideration payable to the Vendors under the terms of the Share Purchase
Agreement, in the amount of C$9,900,000 plus $32,480.96 for the cash balance
held by Cuprum). In accordance with the terms of the Share Purchase Agreement,
the Vendors are also entitled to receive five contingent payments
(collectively, the " Contingent Payments ") of up to C$25,000,000 in the
aggregate, as previously announced by the Company and also described in the
management information circular of the Company dated February 12, 2025 (as
amended effective March 6, 2025, the " Circular "). Up to 50% of each
Contingent Payment may be settled in Common Shares, in accordance with the
terms of the Share Purchase Agreement.
The Acquisition constituted a "Non-Arms' Length" transaction within the
meaning of the policies of the TSX Venture Exchange (" TSXV ") and a "related
party transaction" within the meaning of MI 61-101 - Protection of Minority
Security Holders in Special Transactions (" MI 61-101 "). The Acquisition was
approved by the shareholders of the Company at a special meeting held on March
31, 2025 (the " Special Meeting "). The Company relied on the exemption from
obtaining a formal valuation in Section 5.5(b) of MI 61-101 (as the Company is
not listed on a specified market within the meaning of MI 61-101).
The Royalty Agreement
Concurrently with the closing of the Acquisition, Cuprum and an affiliate of
the Vendors (the " Royalty Holder ") entered into a royalty agreement (the "
Royalty Agreement "), pursuant to which Cuprum agreed to pay the Royalty
Holder a 1.25% net smelter returns royalty on products derived from minerals
extracted from all concessions currently held by Cuprum. For further details
of the Royalty Agreement, please refer to the Circular.
Investor Rights Agreement
Concurrently with the closing of the Acquisition, the Company entered into an
investor rights agreement (the " Investor Rights Agreement ") with an
affiliate of the Vendors (the " Investor Entity "), pursuant to which the
Company granted the Investor Entity: (i) a right, for so long its ownership
percentage (as calculated in accordance with the Investor Rights Agreement) is
at least 9.9%, to participate in certain future issuances of securities of the
Company on a pro rata basis to maintain its then applicable ownership
percentage; (ii) a right to nominate up to four directors or board observers
to the board of directors of the Company (" Board of Directors "), with the
exact number of observers/directors which the Investor Entity is entitled to
nominate correlated to the Investor Entity's ownership percentage (as
calculated in accordance with the Investor Rights Agreement); and (iii) after
the earlier of the first anniversary date of the Investor Rights Agreement and
the closing date of any loan facility or other financing arrangement provided
for the purpose of financing all or a portion of the cost of developing,
expanding, constructing or operating the Puquios Project, and for as long as
the Investor Entity's ownership percentage (as calculated in accordance with
the Investor Rights Agreement) is at least 9.9%, qualification rights to have
its Common Shares qualified for distribution in any Canadian prospectus
offering of the Company, subject to certain limitations, in each case in the
manner specified in the Investor Rights Agreement. For further details of the
Investor Rights Agreement, please refer to the Circular.
Shareholders Agreement
Concurrently with the closing of the Acquisition, Camino Minerals Chile SpA, a
wholly-owned indirect subsidiary of Camino, Nittetsu, JVCO, and Cuprum entered
into a shareholders agreement with respect to the management of Camino and
Nittetsu's 50/50 ownership interest in the Puquios Project (which is held
through JVCO). For further details of the shareholders agreement, please refer
to the Circular.
Changes to Board of Directors
Upon completion of the Acquisition, the Board of Directors was reconstituted
to consist of seven (7) directors, comprised of Jay Chmelauskas, Christopher
Adams (Chairman) and Kenneth C. McNaughton, all of whom were directors of the
Company prior to the completion of the Acquisition, as well as Justin Machin
(who was also a director of the Company prior to the completion of the
Acquisition), Carl Tricoli, Herculus Jacobs, and Ziad Saliba, each of whom is
a nominee of the Investor Entity, all as approved by the shareholders of the
Company at the Special Meeting. The Acquisition did not result in any change
to the executive officers of the Company.
Biographies of New Directors
The following are biographies of the newly appointed members of the Board of
Directors (please refer to the Circular for the biographies of the other
individuals who were directors of the Company prior to the completion of the
Acquisition).
Carl Tricoli : Mr. Tricoli is a Founder and Partner of Denham Capital
Management LP and has over 40 years of experience in resource related
investing. He is responsible for the firm's mining investments and is a member
of the Investment Committee and the Valuation Committee. Prior to forming
Denham Capital, Mr. Tricoli occupied various positions in the resource
investing area including President of GeosCapital, a resource focused
investment firm, Managing Director of Koch Industries where he led the
principal investing activities for natural resources, President of Black Hawk
Resources, an independent exploration and production company with activities
focused in the Northern Rockies and Managing Director and Head of Energy
Corporate Finance for NationsBank Capital Markets (now Bank of America). Mr.
Tricoli is a member of the board of directors of Serra Verde Rare Earths,
Pembroke Resources and Tremont Master Holdings. He also serves as a member of
the Advisory Board of the University of Texas at Austin College of Liberal
Arts. Mr. Tricoli received a Bachelor of Arts from the University of Texas at
Austin and a Master of Business Administration from Bayes Business School,
City University in London.
Herculus Jacobs: Mr. Jacobs is the Chief Technical Officer - Mining for Denham
Capital, responsible for technical due diligence, assessment and monitoring of
its Mining investments. He has worked with Denham Capital since 2016 and has
over 30 years of experience. Herculus grew up on a large mine in South Africa
and started his career as technical manager at Anglo-American's Gold and Base
Metal divisions. Herculus also held senior positions at UraniumOne, Pangea and
Rand Uranium prior to joining Denham Capital. Of special note is his
involvement in the development of Skorpion zinc, Bisie tin, Dominion Reefs and
Cooke uranium as well as Panda Hill niobium. Mr. Jacobs' experience spans
across a diverse range of commodities, geological settings, mining, processing
and marketing requirements. He has led and participated in project
development, building mines, providing technical oversight, performing
techno-economic due diligence and advising on minerals and metals projects and
operations globally. Mr. Jacobs holds a Bachelor Degree in Metallurgical
Engineering, is a Registered Professional Engineer with the Engineering
Council of South Africa, Fellow of the Southern African Institute of Mining
and Metallurgy and Member of the American Society for Mining, Metallurgy and
Exploration.
Ziad Saliba: Mr. Saliba is an Associate of Denham Capital, responsible for
financial modeling, execution and monitoring of its Mining investments. He
joined Denham Capital in 2022. Prior to joining Denham Capital, he was an
Investment Banking Analyst on the Global Mining Team at TD Securities. Prior
to joining TD Securities, he was an Investment Banking Analyst at Desjardins
Securities. Mr. Saliba earned a Bachelor of Engineering in Mining Engineering
and Master of Engineering in Mining and Materials Engineering from McGill
University.
Early Warning Disclosure
This news release is also being issued pursuant to National Instrument 62-103
- The Early Warning System and Related Take-Over Bid and Insider Reporting
Issues (" NI 62-103 ") in connection with the Acquisition. Denham Capital will
also file an early warning report (the " Early Warning Report ") pursuant to
NI 62-103 under applicable Canadian securities laws with respect to the
foregoing matters, a copy of which will be available under the Company's
SEDAR+ profile at www.sedarplus.ca.
Prior to the issuance of the Common Shares, Denham Capital, through Santiago
Metals and Stellar Investment Holdings LLC (" Stellar ") owned or controlled
an aggregate of 7,292,220 Common Shares and 555,556 common share purchase
warrants (the " Warrants "), each exercisable for one Common Share.
Immediately following the issuance of the Common Shares pursuant to the
Acquisition, Denham Capital, through Santiago Metals and Stellar, owns and
controls a total of 30,625,553 Common Shares, representing approximately 45.1%
of the issued and outstanding Common Shares, and 555,556 Warrants,
representing approximately 10.0% of the issued and outstanding Warrants.
Assuming the exercise of all of the Warrants owned and controlled by Denham
Capital, through Stellar, an aggregate of 31,181,109 Common Shares would be
owned and controlled by Denham Capital, through Santiago Metals and Stellar,
representing approximately 45.6% of Camino's issued and outstanding common
shares.
The Common Shares were acquired for investment purposes. Denham Capital may,
from time to time, acquire additional securities, dispose of some or all of
the securities of Camino that it holds or may continue to hold the Common
Shares.
About Camino
Camino is a discovery and development stage copper exploration company. Camino
is focused on developing copper producing assets such as Puquios, a
construction-ready copper mine in Chile, and advancing its IOCG Los Chapitos
copper project located in Peru through to resource delineation and
development, and to add new discoveries. Camino has also permitted the Maria
Cecilia copper porphyry project for exploration discovery drilling to add to
its NI 43-101 resources. In addition, Camino has increased its land position
at its copper and silver Plata Dorada project. Camino seeks to acquire a
portfolio of advanced copper assets that have the potential to deliver copper
into an electrifying copper intensive global economy. For more information,
please refer to Camino's website at www.caminocorp.com
(https://pr.report/9iu4) .
Jose A. Bassan, MSc. Geologist, an independent geologist FAusIMM (CP) 227922,
a qualified person as defined by National Instrument 43-101 - Standards of
Disclosure for Mineral Projects , has reviewed and approved the technical
contents of this document.
ON BEHALF OF THE BOARD For further information, please contact:
/S/ "Jay Chmelauskas"
Camino Investor Relations
President and CEO
info@caminocorp.com
Tel: (604) 493-2058
To obtain a copy of the Early Warning Report, please contact:
Denham Capital Management LP
185 Dartmouth Street, 7 (th) Floor
Boston, MA 02116
Attn: Legal Department
Tel: (617) 531-7200
Neither TSX Venture Exchange nor its Regulation Services Provider (as that
term is defined in the policies of the TSX Venture Exchange) accepts
responsibility for the adequacy or accuracy of this release.
Cautionary Note Regarding Forward-Looking Information: Certain disclosures in
this news release constitute forward-looking information. When used in this
news release, the words "estimate", "project", "belief", "anticipate",
"intend", "expect", "plan", "predict", "may" or "should" and the negative of
these words or such variations thereon or comparable terminology are intended
to identify forward-looking information. In making the forward-looking
disclosures in this news release, the Company has applied certain factors and
assumptions that are based on the Company's current beliefs as well as
assumptions made by and information currently available to the Company.
Forward-looking information in the news release includes, without limitation,
statements with respect to the Puquios Project (including plans with respect
thereto, and its potential to be the next copper mine in Chile), and (ii)
Camino's plans to market its business plan and earn a re-rating as a near-term
new copper producer in the sector. Although the Company considers the
assumptions underlying said forward-looking information to be reasonable based
on information currently available to it, they may prove to be incorrect, and
the forward-looking information in this release is subject to numerous risks,
uncertainties and other factors that may cause future results to differ
materially from those expressed or implied in such forward-looking
information. Such risk factors include, among others, that actual results of
the Company's future exploration and development activities may be different
than those expected by management, that the Company may be unable to obtain or
will experience delays in obtaining any required authorizations and approvals
and the state of equity and commodity markets. Readers are cautioned not to
place undue reliance on forward-looking information. The Company does not
intend, and expressly disclaims any intention or obligation to, update or
revise any forward-looking information whether as a result of new information,
future events or otherwise, except as required by law.
(1) See the Company's news releases of June 27, 2024 and October 7, 2024.
(2) Source: Investing News Network, Copper Investing, Top 10 Copper Producers
by Country, February 10, 2025 ( LINK (https://pr.report/9iu5) ).
SOURCE: Camino Minerals Corp.
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