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Yahoo
8 hours ago
- Business
- Yahoo
Galantas Gold Enters Into Binding Term Sheet for Joint Venture With Ocean Partners UK Limited to Develop Omagh Gold Project in Northern Ireland
US$3.0 Million Investment for Exploration and Restart Plan, Shares for Debt Transactions and Notice of Annual General Meeting and Special Meeting TORONTO, June 09, 2025 (GLOBE NEWSWIRE) -- Galantas Gold Corporation (TSX-V & AIM: GAL; OTCQB: GALKF) ('Galantas' or the 'Company') is pleased to announce that it has entered into a Binding Term Sheet with Ocean Partners UK Limited ('Ocean Partners') on June 6, 2025 to joint venture the high-grade Omagh Gold Project in County Tyrone, Northern Ireland (the 'Omagh Project'). Ocean Partners will exchange approximately US$14 million (GBP £10.3 million) in existing loans for an 80% interest in Flintridge Resources Limited ('Flintridge') and an 80% interest in Omagh Minerals Ltd ('Omagh Minerals'), subsidiaries of Galantas which together own the Omagh Project (the 'Proposed Transaction'). The remaining 20% interest in Flintridge and 20% interest in Omagh Minerals will be retained by Galantas. Following the Proposed Transaction, Ocean Partners will have the option to convert the approximately US$1 million (GBP £738,481) of remaining debt into a 0.001% interest in Flintridge at any time after mining has restarted on the Omagh Project. Ocean Partners will invest an initial US$3 million (GBP £2.2 million) in the Omagh Project for exploration, a restart plan and general and administrative costs for a period of up to one year (the 'Initial Term'). After the Initial Term, Ocean Partners will have the option to invest an additional US$5 million (GBP £3.7 million) for exploration and commissioning a development program for a period of up to one year (the 'Second Term'). Galantas will be free carried on the initial US$3 million (GBP £2.2 million) investment and will have the option to invest its pro-rata share on future investments, including the Second Term. Mario Stifano, CEO of Galantas, commented: 'We are very pleased to enter into the Proposed Transaction with Ocean Partners, a long-standing stakeholder who recognizes the district-scale and high-grade potential of the Omagh Project. The Proposed Transaction represents a turning point in the Omagh Project's development, enabling Galantas to benefit from a recommencement in production amid rising gold prices, while also strengthening the Company's balance sheet. The Company will have the benefit of receiving gold ounces once the Omagh Project is restarted, while also advancing the Gairloch high-grade gold and copper VMS project in Scotland. Upon closing of the Proposed Transaction, the joint venture intends to commence a drill program targeting the high-grade zones at the Omagh Project's Joshua Vein and test the northern extension of the Kearney Vein.' Rule 15 of the AIM Rules for Companies – Fundamental change of business The Proposed Transaction constitutes a fundamental change in business under Rule 15 of the AIM Rules for Companies by virtue of the size of the disposition and is subject to shareholder approval at a meeting or by a written shareholders' resolution signed by at least 50% of the shareholders of the issuer. Notwithstanding the Company proposes to divest substantially all of its trading business and assets, the Company will continue to be admitted to trading on AIM and will not be classified as an AIM Rule 15 cash shell. If the Proposed Transaction is concluded, Galantas will focus on initiating an inaugural mineral resource estimate at the Gairloch Project in Scotland and also commence an exploration drilling program at Gairloch. Upon closing of the Proposed Transaction, Ocean Partners and Galantas will sign a shareholders agreement (the 'Joint Venture') focused on exploration and restart plans with Ocean Partners as project operator. The board of directors of Flintridge shall be comprised of four representatives of Ocean Partners and one representative of the Company for so long as the Company owns at least a 10% interest in Flintridge. There will be no change to the board of directors of the Company following the Proposed Transaction. Flintridge will have a fixed valuation of US$15 million (GBP £11.1 million) for future cash calls. During the Initial Term, Galantas shall have the option (the 'Galantas Option') to convert its 20% ownership interest in Flintridge into a 3.00% net smelter return royalty (the '3% NSR'). 50% of the 3% NSR shall be subject to a buy-back provision for US$8 million (GBP £5.9 million) by Flintridge. In the event that: (i) Galantas does not exercise the Galantas Option during the Initial Term; and (ii) Galantas is diluted to below 10% ownership in Flintridge, the entirety of Galantas' ownership shall automatically convert to a 1.5% net smelter return royalty (the '1.5% NSR'). The remaining 50% of the 1.5% NSR shall be subject to a buy-back provision for US$4 million (GBP £3.0 million) by Flintridge. Galantas has entered into an exclusivity period with Ocean Partners regarding the Proposed Transaction, including without limitation, the settling of the form of Definitive Agreements, until the earlier of (i) the date of the execution of a mutually acceptable Definitive Agreements, (ii) the date upon which Ocean Partners and Galantas mutually agree in writing to terminate discussions, or (iii) June 30, 2025, unless extended by mutual agreement by Ocean Partners and Galantas. The Proposed Transaction remains subject to conditions precedent, including Ocean Partners board approval and completion of due diligence by Ocean Partners, the completion of definitive documentation and the receipt of all required approvals and consents, including shareholder approval by Galantas shareholders as well as formal filings with and approval from the TSX Venture Exchange. Ocean Partners is a person closely associated with Brent Omland, a Director of Galantas (within the meaning of the EU Market Abuse Regulation). Mr. Omland is Chief Executive Officer of Ocean Partners and is a nominee of Ocean Partners on the board of Galantas and holds a minority stake in, and is a director of, Ocean Partners' parent entity. AIM Rule 13 – Related-party transaction Melquart Limited ('Melquart'), a shareholder with 24.5% ownership, indicated that, subject to approval by the Company's shareholders, it intends to convert US$875,000 (GBP £646,171) of its debt held as a convertible note plus accrued interest of US$182,803 (GBP £134,997) into 17,630,050 common shares of no par value ('Common Shares') in Galantas at a deemed price of US$0.06 (GBP £0.044) per share (the 'Discounted Price') (the 'Melquart Debt Transaction'). Melquart is deemed a related party to the Company for the purposes of the AIM Rules for Companies. The Melquart Debt Transaction is considered a related-party transaction for the purposes of Rule 13 of the AIM Rules for Companies. Accordingly, the directors of the Company, who are all considered independent of the Melquart Debt Transaction, having consulted with their Nominated Adviser, consider that the terms of the Melquart Debt Transaction to be fair and reasonable in so far as the Company's shareholders ('Shareholders') are concerned. Following the Melquart Debt Transaction, Melquart will hold 47,372,977 Common Shares equal to approximately 35.4% of the Company's issued share capital. Multilateral Instrument 61-101 – Protection of Minority Security Holders The Company is exempt from the requirements of MI 61-101 to obtain a formal valuation and minority shareholder approval in connection with the Proposed Transaction with Ocean Partners in reliance on section 5.5(g) of MI 61-101. The Company is also exempt from the formal valuation requirements for the related party transaction with Melquart in reliance of section 5.5(g). Specifically, the Company in serious financial difficulty, the transaction is designed to improve the financial position of the Company, the Company is not in bankruptcy, insolvency or under a court order, the Company formed a committee comprised of three independent directors in respect of the transaction, and the Company's board of directors, acting in good faith, unanimously determined, including the independent committee, acting in good faith, determined that the Company is in serious financial difficulty and the transaction is designed to improve the financial position of the Company, and the terms of the transaction are reasonable in the circumstances of the Company. MI 61-101 does, however, require shareholder approval for the Melquart Debt Transaction by a majority of 'disinterested shareholders' as defined in MI 61-101. Additionally, pursuant to policies of the TSX Venture Exchange, the Proposed Transaction with Ocean Partners is being treated as a 'non-arm's length' transaction,and will also require shareholder approval by a majority of 'disinterested shareholders' as defined in MI 61-101. Notice of Annual General Meeting and Special Meeting The Company has called a new meeting date for its Annual General Meeting and Special Meeting of its Shareholders to consider, among other things, the Proposed Transaction and the Melquart Debt Transaction to be held on August 5, 2025 at 11:00 a.m. (Toronto time) at the offices of DSA Corporate Services Inc., 82 Richmond Street East, Toronto, Ontario, M5C 1P1. Shareholders of record at the close of business at 5:00 p.m. (Toronto time) on July 2, 2025 will be entitled to vote at the meeting. The total losses attributable to Flintridge and Omagh Minerals for the year ended December 31, 2023 were £3,516,576 and the total value of the assets were £17,321,724. Following the Proposed Transaction, the assets of Flintridge and Omagh Minerals will no longer be consolidated in the accounts of the Company. 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. The information contained within this announcement is deemed to constitute inside information as stipulated under the retained EU law version of the Market Abuse Regulation (EU) No. 596/2014 (the "UK MAR") which is part of UK law by virtue of the European Union (Withdrawal) Act 2018. The information is disclosed in accordance with the Company's obligations under Article 17 of the UK MAR. Upon the publication of this announcement, this inside information is now considered to be in the public domain. About Galantas Gold Corporation Galantas Gold Corporation is a Canadian public company that trades on the TSX Venture Exchange and the London Stock Exchange AIM market, both under the symbol GAL. It also trades on the OTCQB Exchange under the symbol GALKF. The Company's strategy is to create shareholder value by operating and expanding gold production and resources at the Omagh Project in Northern Ireland, and exploring the Gairloch Project hosting the Kerry Road gold-bearing VMS deposit in Scotland. Enquiries Galantas Gold CorporationMario Stifano: Chief Executive OfficerEmail: info@ +44(0)28 8224 1100 Grant Thornton UK LLP (AIM Nomad)Philip Secrett, Harrison Clarke, Elliot PetersTelephone: +44(0)20 7383 5100 SP Angel Corporate Finance LLP (AIM Broker)David Hignell, Charlie Bouverat (Corporate Finance)Grant Barker (Sales & Broking) Telephone: +44(0)20 3470 0470 Forward-Looking Statements This news release contains forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities laws, including closing of the Proposed Transaction, Melquart Debt Transaction, and the Financing, and use of proceeds, results of exploration and mine development programs at the Omagh Project and Gairloch Project. Forward-looking statements are based on estimates and assumptions made by Galantas in light of its experience and perception of historical trends, current conditions and expected future developments, as well as other factors that Galantas believes are appropriate in the circumstances. Many factors could cause Galantas' actual results, the performance or achievements to differ materially from those expressed or implied by the forward looking statements or strategy, including: gold price volatility; discrepancies between actual and estimated production, actual and estimated metallurgical recoveries and throughputs; mining operational risk, geological uncertainties; regulatory restrictions, including environmental regulatory restrictions and liability; risks of sovereign involvement; speculative nature of gold exploration; dilution; competition; loss of or availability of key employees; additional funding requirements; uncertainties regarding planning and other permitting issues; and defective title to mineral claims or property. These factors and others that could affect Galantas' forward-looking statements are discussed in greater detail in the section entitled 'Risk Factors' in Galantas' Management Discussion & Analysis of the financial statements of Galantas and elsewhere in documents filed from time to time with the Canadian provincial securities regulators and other regulatory authorities. These factors should be considered carefully, and persons reviewing this news release should not place undue reliance on forward-looking statements. Galantas has no intention and undertakes no obligation to update or revise any forward-looking statements in this news release, except as required by law.
Globe and Mail
6 days ago
- Business
- Globe and Mail
Americas Gold and Silver Announces Transformational US$100 Million Debt Financing and Secures Multi-Metal Offtake Agreement for Galena Concentrates
Americas Gold and Silver Corporation (TSX: USA) (NYSE American: USAS) ('Americas' or the 'Company'), a growing North American precious metals producer, is pleased to announce that it has arranged a US$100 million of senior secured debt facility ("Term Loan Facility') to be provided by a third party to be used primarily to fund growth and development capital spending at the Galena Complex. The US$100 million Term Loan Facility consists of three tranches: a term loan with proceeds of US$50 million that will be advanced at closing, and two additional tranches of US$25 million. Americas is also pleased to announce it has entered into an offtake agreement (the 'Offtake Agreement') with Ocean Partners USA Inc. ('Ocean Partners') for treatment of up to 100% of the concentrates from the Company's Galena Complex at Teck Resources Limited's ('Teck') Trail Operations in Trail British Columbia, one of the world's largest fully-integrated zinc, lead and critical metals complexes. As a condition to closing the Term Loan Facility and in conjunction with the Offtake Agreement, Ocean Partners will subscribe for 16.8 million common shares in the Company at C$0.95 per common share, representing a premium of approximately 14% to the USA 20-day VWAP for gross proceeds of US$11.5 million (the 'Private Placement'). Paul Andre Huet, Chairman and CEO, commented: 'Today's announcement represents a major milestone for Americas Gold and Silver shareholders. The culmination of months of work, the $100 million in non-dilutive debt financing will allow us to both aggressively pursue our capital development spending at the Galena Complex and further strengthen our balance sheet. The debt financing is critical to our major growth plans at Galena which include the reintroduction of Long Hole Stoping and associated underground development, continued major equipment purchases and upgrades to the No. 3 shaft. The projects to be executed are driven by the results of our materials handling trade off studies completed over the course of the year to date, all focused on boosting productivity underground and efficiency in our hoisting schedules. Alongside our lender, we carefully structured the Term Loan Facility into three tranches to match the pace of our capital plans over the growth period. Regarding our future offtake strategy, I am very pleased to have closed a strong agreement at very competitive terms with Ocean Partners for treatment of up to 100% the precious and base metals concentrate produced from our Galena Complex at Teck's Trail Operations. The Agreement reinforces a robust strategic relationship to recover a wide variety of metals from the polymetallic concentrates produced at our operations at a world class facility in close geographic proximity to our operations. Guaranteeing processing capacity at a nearby smelter is critical as the Company executes its plans to significantly increase silver and by-product metal production over the next several years. We are also very encouraged that as part of the Agreement, Ocean Partners have elected to satisfy the Term Loan Facility pre-financing condition via an US$11.5 million equity investment into Americas at a significant 14% premium to our share price. This investment by Ocean Partners is a testament to their confidence in our growth initiatives and further aligns us in our overarching corporate objective of building shareholder value. The proceeds of the equity investment will be used immediately to continue the strong momentum of our impactful work underway at Galena. Overall, our growth strategy is firmly on track with a robust balance sheet and available cash to underpin the capital investment required to unlock the full potential of the Galena Complex. Our first 150 days at the helm of Americas has identified some quick wins and is delivering several outstanding productivity improvements already - we look forward to continuing this momentum with the investment made by Ocean Partners and the Term Loan provided by the third party.' Brent Omland, CEO of Ocean Partners commented: 'We are very pleased to continue our strong partnership with Americas and Teck's Trail Operations and to facilitate the delivery of Galena Complex concentrates to what we view as the optimal receiver. We are extremely impressed by the focus and diligence of Paul and his Americas team and we are very excited to participate in the value creation from the expansion and optimization of operations at the Galena Complex over the coming months and years.' Ian Anderson, Chief Commercial Officer of Teck commented: 'This arrangement will help strengthen North America's critical minerals supply chain by securing high-quality ore concentrate feed for Teck's Trail Operations from Idaho's Silver Valley'. Term Loan Facility The Term Loan Facility consists of: A term loan with proceeds of US$50 million to be advanced at closing. The loan will be subject to an interest rate of SOFR (4% floor) plus 6% and will mature 60 months following the closing date. Principal will amortize over the term of the loan, with principal repayments commencing one year after the closing date and payable quarterly thereafter. Two additional US$25 million tranches that will be available to AGS upon the achievement of certain conditions precedent. The first such tranche will be subject to an interest rate of SOFR (4% floor) plus 6% after funding. The second tranche will be subject to an interest rate of SOFR (4% floor) plus 4% after funding. Principal will amortize over the term of the loan with principal repayments commencing one year after the closing date and payable quarterly thereafter. The lender will hold senior security over all the Company's assets and undertakings other than those relating to Americas Cosalá Operations located in Sinaloa, Mexico and its Relief Canyon Project located in Nevada USA, which are secured in priority to the lender by Trafigura and Sandstorm, respectively for the duration of those agreements. The Term Loan Facility is subject to an agreed OID and other fees that are customary for a facility of this nature. Closing of the transaction is subject to customary conditions precedent, with funding of the US$50 million of term loan proceeds expected to occur during the month of June. Private Placement As part of the Agreement, Ocean Partners has agreed to acquire 16.8 million common shares of Americas at a price of C$0.95 per share on a non-brokered private placement (the 'Private Placement') basis for a total consideration of US$11.5 million (C$15.8 million). The Private Placement is expected to close on or about June 4, 2025 and is subject to applicable regulatory approvals, including approvals from the Toronto Stock Exchange and NYSE American Exchange. About Americas Gold and Silver Corporation Americas Gold and Silver is a growing precious metals mining company with multiple assets in North America. The Company owns and operates the Cosalá Operations in Sinaloa, Mexico. In December 2024, the Company acquired 100% ownership in the Galena Complex (located in Idaho, USA) in a transaction with Sprott and a Paul Huet-led management team, further strengthening its position as a leading silver producer. Sprott is now the largest shareholder in the company, holding a ~20% interest. With these strategically positioned assets, Americas Gold and Silver is focused on becoming one of the top North American silver-focused producers with an objective of over 80% of its revenue generated from silver by the end of 2025. Cautionary Statement on Forward-Looking Information: This news release contains 'forward-looking information' within the meaning of applicable securities laws. Forward-looking information includes, but is not limited to, Americas' expectations, intentions, plans, assumptions, and beliefs with respect to, among other things, the potential to complete any or all of the applicable financings referenced in this release in the manner described including the Term Loan Facility on its terms, and are subject to the risks and uncertainties outlined below. Often, but not always, forward-looking information can be identified by forward-looking words such as 'anticipate,' 'believe,' 'expect,' 'goal,' 'plan,' 'intend,' 'potential,' 'estimate,' 'may,' 'assume,' and 'will' or similar words suggesting future outcomes, or other expectations, beliefs, plans, objectives, assumptions, intentions, or statements about future events or performance. Forward-looking information is based on the opinions and estimates of Americas as of the date such information is provided and is subject to known and unknown risks, uncertainties, and other factors that may cause the actual results, level of activity, performance, or achievements of Americas to be materially different from those expressed or implied by such forward-looking information. These risks and uncertainties include, but are not limited to: interpretations or reinterpretations of geologic information; unfavorable exploration results; inability to obtain permits required for future exploration, development, or production; general economic conditions and conditions affecting the mining industry; the uncertainty of regulatory requirements and approvals; potential litigation; fluctuating mineral and commodity prices; the ability to obtain necessary future financing on acceptable terms or at all; risks associated with the mining industry generally, such as economic factors (including future commodity prices, currency fluctuations, and energy prices), ground conditions, failure of plant, equipment, processes, and transportation services to operate as anticipated, environmental risks, government regulation, actual results of current exploration and production activities, possible variations in grade or recovery rates, permitting timelines, capital expenditures, reclamation activities, labor relations; and risks related to changing global economic conditions and market volatility. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated, or intended. Readers are cautioned not to place undue reliance on such information. Additional information regarding the factors that may cause actual results to differ materially from this forward-looking information is available in Americas' filings with the Canadian Securities Administrators on SEDAR+ and with the SEC. Americas does not undertake any obligation to update publicly or otherwise revise any forward-looking information whether as a result of new information, future events, or other such factors which affect this information, except as required by law. Americas does not give any assurance (1) that Americas will achieve its expectations, or (2) concerning the result or timing thereof. All subsequent written and oral forward-looking information concerning Americas are expressly qualified in their entirety by the cautionary statements above.
National Post
6 days ago
- Business
- National Post
Americas Gold and Silver Announces Transformational US$100 Million Debt Financing and Secures Multi-Metal Offtake Agreement for Galena Concentrates
Article content TORONTO — Americas Gold and Silver Corporation (TSX: USA) (NYSE American: USAS) ('Americas' or the 'Company'), a growing North American precious metals producer, is pleased to announce that it has arranged a US$100 million of senior secured debt facility ('Term Loan Facility') to be provided by a third party to be used primarily to fund growth and development capital spending at the Galena Complex. The US$100 million Term Loan Facility consists of three tranches: a term loan with proceeds of US$50 million that will be advanced at closing, and two additional tranches of US$25 million. Article content Article content Americas is also pleased to announce it has entered into an offtake agreement (the 'Offtake Agreement') with Ocean Partners USA Inc. ('Ocean Partners') for treatment of up to 100% of the concentrates from the Company's Galena Complex at Teck Resources Limited's ('Teck') Trail Operations in Trail British Columbia, one of the world's largest fully-integrated zinc, lead and critical metals complexes. As a condition to closing the Term Loan Facility and in conjunction with the Offtake Agreement, Ocean Partners will subscribe for 16.8 million common shares in the Company at C$0.95 per common share, representing a premium of approximately 14% to the USA 20-day VWAP for gross proceeds of US$11.5 million (the 'Private Placement'). Article content Paul Andre Huet, Chairman and CEO, commented: 'Today's announcement represents a major milestone for Americas Gold and Silver shareholders. The culmination of months of work, the $100 million in non-dilutive debt financing will allow us to both aggressively pursue our capital development spending at the Galena Complex and further strengthen our balance sheet. The debt financing is critical to our major growth plans at Galena which include the reintroduction of Long Hole Stoping and associated underground development, continued major equipment purchases and upgrades to the No. 3 shaft. The projects to be executed are driven by the results of our materials handling trade off studies completed over the course of the year to date, all focused on boosting productivity underground and efficiency in our hoisting schedules. Alongside our lender, we carefully structured the Term Loan Facility into three tranches to match the pace of our capital plans over the growth period. Article content Regarding our future offtake strategy, I am very pleased to have closed a strong agreement at very competitive terms with Ocean Partners for treatment of up to 100% the precious and base metals concentrate produced from our Galena Complex at Teck's Trail Operations. The Agreement reinforces a robust strategic relationship to recover a wide variety of metals from the polymetallic concentrates produced at our operations at a world class facility in close geographic proximity to our operations. Guaranteeing processing capacity at a nearby smelter is critical as the Company executes its plans to significantly increase silver and by-product metal production over the next several years. Article content We are also very encouraged that as part of the Agreement, Ocean Partners have elected to satisfy the Term Loan Facility pre-financing condition via an US$11.5 million equity investment into Americas at a significant 14% premium to our share price. This investment by Ocean Partners is a testament to their confidence in our growth initiatives and further aligns us in our overarching corporate objective of building shareholder value. The proceeds of the equity investment will be used immediately to continue the strong momentum of our impactful work underway at Galena. Article content Overall, our growth strategy is firmly on track with a robust balance sheet and available cash to underpin the capital investment required to unlock the full potential of the Galena Complex. Our first 150 days at the helm of Americas has identified some quick wins and is delivering several outstanding productivity improvements already – we look forward to continuing this momentum with the investment made by Ocean Partners and the Term Loan provided by the third party.' Article content Brent Omland, CEO of Ocean Partners commented: 'We are very pleased to continue our strong partnership with Americas and Teck's Trail Operations and to facilitate the delivery of Galena Complex concentrates to what we view as the optimal receiver. We are extremely impressed by the focus and diligence of Paul and his Americas team and we are very excited to participate in the value creation from the expansion and optimization of operations at the Galena Complex over the coming months and years.' Article content Ian Anderson, Chief Commercial Officer of Teck commented: 'This arrangement will help strengthen North America's critical minerals supply chain by securing high-quality ore concentrate feed for Teck's Trail Operations from Idaho's Silver Valley'. Article content The Term Loan Facility consists of: Article content A term loan with proceeds of US$50 million to be advanced at closing. The loan will be subject to an interest rate of SOFR (4% floor) plus 6% and will mature 60 months following the closing date. Principal will amortize over the term of the loan, with principal repayments commencing one year after the closing date and payable quarterly thereafter. Two additional US$25 million tranches that will be available to AGS upon the achievement of certain conditions precedent. The first such tranche will be subject to an interest rate of SOFR (4% floor) plus 6% after funding. The second tranche will be subject to an interest rate of SOFR (4% floor) plus 4% after funding. Principal will amortize over the term of the loan with principal repayments commencing one year after the closing date and payable quarterly thereafter. Article content The lender will hold senior security over all the Company's assets and undertakings other than those relating to Americas Cosalá Operations located in Sinaloa, Mexico and its Relief Canyon Project located in Nevada USA, which are secured in priority to the lender by Trafigura and Sandstorm, respectively for the duration of those agreements. The Term Loan Facility is subject to an agreed OID and other fees that are customary for a facility of this nature. Article content Closing of the transaction is subject to customary conditions precedent, with funding of the US$50 million of term loan proceeds expected to occur during the month of June. Article content Private Placement Article content As part of the Agreement, Ocean Partners has agreed to acquire 16.8 million common shares of Americas at a price of C$0.95 per share on a non-brokered private placement (the 'Private Placement') basis for a total consideration of US$11.5 million (C$15.8 million). The Private Placement is expected to close on or about June 4, 2025 and is subject to applicable regulatory approvals, including approvals from the Toronto Stock Exchange and NYSE American Exchange. Article content About Americas Gold and Silver Corporation Article content Americas Gold and Silver is a growing precious metals mining company with multiple assets in North America. The Company owns and operates the Cosalá Operations in Sinaloa, Mexico. In December 2024, the Company acquired 100% ownership in the Galena Complex (located in Idaho, USA) in a transaction with Sprott and a Paul Huet-led management team, further strengthening its position as a leading silver producer. Sprott is now the largest shareholder in the company, holding a ~20% interest. With these strategically positioned assets, Americas Gold and Silver is focused on becoming one of the top North American silver-focused producers with an objective of over 80% of its revenue generated from silver by the end of 2025. Article content Cautionary Statement on Forward-Looking Information: Article content This news release contains 'forward-looking information' within the meaning of applicable securities laws. Forward-looking information includes, but is not limited to, Americas' expectations, intentions, plans, assumptions, and beliefs with respect to, among other things, the potential to complete any or all of the applicable financings referenced in this release in the manner described including the Term Loan Facility on its terms, and are subject to the risks and uncertainties outlined below. Often, but not always, forward-looking information can be identified by forward-looking words such as 'anticipate,' 'believe,' 'expect,' 'goal,' 'plan,' 'intend,' 'potential,' 'estimate,' 'may,' 'assume,' and 'will' or similar words suggesting future outcomes, or other expectations, beliefs, plans, objectives, assumptions, intentions, or statements about future events or performance. Forward-looking information is based on the opinions and estimates of Americas as of the date such information is provided and is subject to known and unknown risks, uncertainties, and other factors that may cause the actual results, level of activity, performance, or achievements of Americas to be materially different from those expressed or implied by such forward-looking information. These risks and uncertainties include, but are not limited to: interpretations or reinterpretations of geologic information; unfavorable exploration results; inability to obtain permits required for future exploration, development, or production; general economic conditions and conditions affecting the mining industry; the uncertainty of regulatory requirements and approvals; potential litigation; fluctuating mineral and commodity prices; the ability to obtain necessary future financing on acceptable terms or at all; risks associated with the mining industry generally, such as economic factors (including future commodity prices, currency fluctuations, and energy prices), ground conditions, failure of plant, equipment, processes, and transportation services to operate as anticipated, environmental risks, government regulation, actual results of current exploration and production activities, possible variations in grade or recovery rates, permitting timelines, capital expenditures, reclamation activities, labor relations; and risks related to changing global economic conditions and market volatility. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated, or intended. Readers are cautioned not to place undue reliance on such information. Additional information regarding the factors that may cause actual results to differ materially from this forward-looking information is available in Americas' filings with the Canadian Securities Administrators on SEDAR+ and with the SEC. Americas does not undertake any obligation to update publicly or otherwise revise any forward-looking information whether as a result of new information, future events, or other such factors which affect this information, except as required by law. Americas does not give any assurance (1) that Americas will achieve its expectations, or (2) concerning the result or timing thereof. All subsequent written and oral forward-looking information concerning Americas are expressly qualified in their entirety by the cautionary statements above. Article content Article content Article content Article content Article content
Business Wire
6 days ago
- Business
- Business Wire
Americas Gold and Silver Announces Transformational US$100 Million Debt Financing and Secures Multi-Metal Offtake Agreement for Galena Concentrates
TORONTO--(BUSINESS WIRE)--Americas Gold and Silver Corporation (TSX: USA) (NYSE American: USAS) ('Americas' or the 'Company'), a growing North American precious metals producer, is pleased to announce that it has arranged a US$100 million of senior secured debt facility ("Term Loan Facility') to be provided by a third party to be used primarily to fund growth and development capital spending at the Galena Complex. The US$100 million Term Loan Facility consists of three tranches: a term loan with proceeds of US$50 million that will be advanced at closing, and two additional tranches of US$25 million. Americas is also pleased to announce it has entered into an offtake agreement (the 'Offtake Agreement') with Ocean Partners USA Inc. ('Ocean Partners') for treatment of up to 100% of the concentrates from the Company's Galena Complex at Teck Resources Limited's ('Teck') Trail Operations in Trail British Columbia, one of the world's largest fully-integrated zinc, lead and critical metals complexes. As a condition to closing the Term Loan Facility and in conjunction with the Offtake Agreement, Ocean Partners will subscribe for 16.8 million common shares in the Company at C$0.95 per common share, representing a premium of approximately 14% to the USA 20-day VWAP for gross proceeds of US$11.5 million (the 'Private Placement'). Paul Andre Huet, Chairman and CEO, commented: 'Today's announcement represents a major milestone for Americas Gold and Silver shareholders. The culmination of months of work, the $100 million in non-dilutive debt financing will allow us to both aggressively pursue our capital development spending at the Galena Complex and further strengthen our balance sheet. The debt financing is critical to our major growth plans at Galena which include the reintroduction of Long Hole Stoping and associated underground development, continued major equipment purchases and upgrades to the No. 3 shaft. The projects to be executed are driven by the results of our materials handling trade off studies completed over the course of the year to date, all focused on boosting productivity underground and efficiency in our hoisting schedules. Alongside our lender, we carefully structured the Term Loan Facility into three tranches to match the pace of our capital plans over the growth period. Regarding our future offtake strategy, I am very pleased to have closed a strong agreement at very competitive terms with Ocean Partners for treatment of up to 100% the precious and base metals concentrate produced from our Galena Complex at Teck's Trail Operations. The Agreement reinforces a robust strategic relationship to recover a wide variety of metals from the polymetallic concentrates produced at our operations at a world class facility in close geographic proximity to our operations. Guaranteeing processing capacity at a nearby smelter is critical as the Company executes its plans to significantly increase silver and by-product metal production over the next several years. We are also very encouraged that as part of the Agreement, Ocean Partners have elected to satisfy the Term Loan Facility pre-financing condition via an US$11.5 million equity investment into Americas at a significant 14% premium to our share price. This investment by Ocean Partners is a testament to their confidence in our growth initiatives and further aligns us in our overarching corporate objective of building shareholder value. The proceeds of the equity investment will be used immediately to continue the strong momentum of our impactful work underway at Galena. Overall, our growth strategy is firmly on track with a robust balance sheet and available cash to underpin the capital investment required to unlock the full potential of the Galena Complex. Our first 150 days at the helm of Americas has identified some quick wins and is delivering several outstanding productivity improvements already - we look forward to continuing this momentum with the investment made by Ocean Partners and the Term Loan provided by the third party.' Brent Omland, CEO of Ocean Partners commented: 'We are very pleased to continue our strong partnership with Americas and Teck's Trail Operations and to facilitate the delivery of Galena Complex concentrates to what we view as the optimal receiver. We are extremely impressed by the focus and diligence of Paul and his Americas team and we are very excited to participate in the value creation from the expansion and optimization of operations at the Galena Complex over the coming months and years.' Ian Anderson, Chief Commercial Officer of Teck commented: 'This arrangement will help strengthen North America's critical minerals supply chain by securing high-quality ore concentrate feed for Teck's Trail Operations from Idaho's Silver Valley'. Term Loan Facility The Term Loan Facility consists of: A term loan with proceeds of US$50 million to be advanced at closing. The loan will be subject to an interest rate of SOFR (4% floor) plus 6% and will mature 60 months following the closing date. Principal will amortize over the term of the loan, with principal repayments commencing one year after the closing date and payable quarterly thereafter. Two additional US$25 million tranches that will be available to AGS upon the achievement of certain conditions precedent. The first such tranche will be subject to an interest rate of SOFR (4% floor) plus 6% after funding. The second tranche will be subject to an interest rate of SOFR (4% floor) plus 4% after funding. Principal will amortize over the term of the loan with principal repayments commencing one year after the closing date and payable quarterly thereafter. The lender will hold senior security over all the Company's assets and undertakings other than those relating to Americas Cosalá Operations located in Sinaloa, Mexico and its Relief Canyon Project located in Nevada USA, which are secured in priority to the lender by Trafigura and Sandstorm, respectively for the duration of those agreements. The Term Loan Facility is subject to an agreed OID and other fees that are customary for a facility of this nature. Closing of the transaction is subject to customary conditions precedent, with funding of the US$50 million of term loan proceeds expected to occur during the month of June. Private Placement As part of the Agreement, Ocean Partners has agreed to acquire 16.8 million common shares of Americas at a price of C$0.95 per share on a non-brokered private placement (the 'Private Placement') basis for a total consideration of US$11.5 million (C$15.8 million). The Private Placement is expected to close on or about June 4, 2025 and is subject to applicable regulatory approvals, including approvals from the Toronto Stock Exchange and NYSE American Exchange. About Americas Gold and Silver Corporation Americas Gold and Silver is a growing precious metals mining company with multiple assets in North America. The Company owns and operates the Cosalá Operations in Sinaloa, Mexico. In December 2024, the Company acquired 100% ownership in the Galena Complex (located in Idaho, USA) in a transaction with Sprott and a Paul Huet-led management team, further strengthening its position as a leading silver producer. Sprott is now the largest shareholder in the company, holding a ~20% interest. With these strategically positioned assets, Americas Gold and Silver is focused on becoming one of the top North American silver-focused producers with an objective of over 80% of its revenue generated from silver by the end of 2025. Cautionary Statement on Forward-Looking Information: This news release contains 'forward-looking information' within the meaning of applicable securities laws. Forward-looking information includes, but is not limited to, Americas' expectations, intentions, plans, assumptions, and beliefs with respect to, among other things, the potential to complete any or all of the applicable financings referenced in this release in the manner described including the Term Loan Facility on its terms, and are subject to the risks and uncertainties outlined below. Often, but not always, forward-looking information can be identified by forward-looking words such as 'anticipate,' 'believe,' 'expect,' 'goal,' 'plan,' 'intend,' 'potential,' 'estimate,' 'may,' 'assume,' and 'will' or similar words suggesting future outcomes, or other expectations, beliefs, plans, objectives, assumptions, intentions, or statements about future events or performance. Forward-looking information is based on the opinions and estimates of Americas as of the date such information is provided and is subject to known and unknown risks, uncertainties, and other factors that may cause the actual results, level of activity, performance, or achievements of Americas to be materially different from those expressed or implied by such forward-looking information. These risks and uncertainties include, but are not limited to: interpretations or reinterpretations of geologic information; unfavorable exploration results; inability to obtain permits required for future exploration, development, or production; general economic conditions and conditions affecting the mining industry; the uncertainty of regulatory requirements and approvals; potential litigation; fluctuating mineral and commodity prices; the ability to obtain necessary future financing on acceptable terms or at all; risks associated with the mining industry generally, such as economic factors (including future commodity prices, currency fluctuations, and energy prices), ground conditions, failure of plant, equipment, processes, and transportation services to operate as anticipated, environmental risks, government regulation, actual results of current exploration and production activities, possible variations in grade or recovery rates, permitting timelines, capital expenditures, reclamation activities, labor relations; and risks related to changing global economic conditions and market volatility. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated, or intended. Readers are cautioned not to place undue reliance on such information. Additional information regarding the factors that may cause actual results to differ materially from this forward-looking information is available in Americas' filings with the Canadian Securities Administrators on SEDAR+ and with the SEC. Americas does not undertake any obligation to update publicly or otherwise revise any forward-looking information whether as a result of new information, future events, or other such factors which affect this information, except as required by law. Americas does not give any assurance (1) that Americas will achieve its expectations, or (2) concerning the result or timing thereof. All subsequent written and oral forward-looking information concerning Americas are expressly qualified in their entirety by the cautionary statements above.
Globe and Mail
21-05-2025
- Business
- Globe and Mail
Nicola Mining to Commence Gold and Silver Production
Vancouver, British Columbia--(Newsfile Corp. - May 21, 2025) - Nicola Mining Inc. (TSXV: NIM) (FSE: HLIA) (OTCQB: HUSIF) (the " Company" or " Nicola") is pleased to announce that has started receiving gold / silver ore from Talisker Resources Inc. and is currently undergoing pre-production adjustment. The modern $33.0 million plus milling and processing facility, which is located near Merritt, British Columbia, has undergone numerous upgrades in 2H 2024 1. Production at the modern facility, which is constructed on free-hold industrial-zone land owned 100% by the Company, is expected to ramp up and reach full capacity in Q3. The Company has also commenced the process of applying for an amendment to its permit, for the purpose of increasing mill throughput. Nicola's Merritt Mill is the only facility in the Province of British Columbia permitted to accept third party gold and silver mill feed from throughout the province. Talisker Resources Ltd. Nicola and Talisker have recently entered into a new Milling Agreement and the latter has commenced transportation of high grade gold/silver ore to Nicola's mill site. Nicola had previously announced that it and Talisker had signed a Milling Agreement 2 on July 18, 2024. Nicola and Talisker have commenced working with Ocean Partners UK Limited 3 on the sale of gold and silver concentrate. Ore from Talisker's Bralorne Mine To view an enhanced version of this graphic, please visit: To view an enhanced version of this graphic, please visit: Blue Lagoon Resources Nicola continues to work closely with Blue Lagoon Resources (" Blue Lagoon") and has participated in all tranches of the latter's recent private placement. In a previous capital round, Blue Lagoon announced that Nicola had subscribed for 7,142,857 shares. The Company will participate in Blue Lagoon's official opening of the latter's Dome Mountain Mine on July 9 th, 2025, and is completing final preparations to accept Dome's high-grade gold / silver ore, thereafter. Dominion Gold / Silver Bulk Sample Nicola announced on March 12, 2025 that it has received the Final Permit ("Final Permit [1]") to complete a bulk sample [2] at its Dominion Creek Mineral Project ("Dominion"), a high grade gold and silver project, of which Nicola owns a 75% economic interest. Preparation has been initiated to mobilize equipment and begin mining activities in July of 2025. The Company will provide separate news releases for each project soon. In addition to commencing gold and silver production, Nicola is currently preparing to commence copper exploration at its New Craigmont Copper Project. To strengthen its geological team the Company has hired Vicente García as a Senior Geologist. Mr. García is an experienced exploration geologist with a strong technical background from having worked on many deposit types in North and South America, including porphyry copper. The Company will issue a separate geological news release soon. Mr. Peter Espig, CEO of Nicola Mining Inc., commented, "Unlike previous milling campaigns we are excited to realize that Nicola is morphing into a steady and long term producer. It is rare for junior miners to reach the production pinnacle and to monetize current precious metal prices with our partners. We are also witnessing firsthand augmented efficiencies in British Columbia's permitting of underground mining operations, which characteristically minimize environmental impact, as well as the strategic significance of our fully permitted mill. In addition to production, we have boosted our geological team and are ramping up activities for what we believe to be an exciting exploration campaign, not only at the New Craigmont Project, but also our fully permitted silver mine, Treasure Mountain." Qualified Person William Whitty, P. Geo., the Company's VP Exploration, is the Qualified Person as defined by National Instrument 43-101 - Standards of Disclosure for Mineral Projects and supervised the preparation of, and has reviewed and approved, the technical information in this release. About Nicola Mining Nicola Mining Inc. is a junior mining company listed on the Exchange and Frankfurt Exchange that maintains a 100% owned mill and tailings facility, located near Merritt, British Columbia It has signed Mining and Milling Profit Share Agreements with high grade gold projects. Nicola's fully permitted mill can process both gold and silver mill feed via gravity and flotation processes. The Company owns 100% of the New Craigmont Project, a high-grade copper property, which covers an area of over 10,800 hectares along the southern end of the Guichon Batholith and is adjacent to Highland Valley Copper, Canada's largest copper mine. The Company also owns 100% of the Treasure Mountain Property, which includes 30 mineral claims and a mineral lease, spanning an area exceeding 2,200 hectares. On behalf of the Board of Directors " Peter Espig" Peter Espig CEO & Director For additional information Contact: Peter Espig Phone: (778) 385-1213 Email: info@ URL: Neither the 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.
