Trevali Mining Corporation
TSX : TV
OTCQX : TREVF
FRANKFURT : 4TI
BVLAC : TV

Trevali Mining Corporation

September 21, 2011 09:12 ET

Trevali Announces $40.0 Million Offering of 5-Year Convertible Senior Unsecured Debentures by Way of a Short Form Prospectus

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Sept. 21, 2011) -

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES

Trevali Mining Corporation ("Trevali" or the "Company") (TSX:TV)(OTCQX:TREVF)(FRANKFURT:4TI)(BVLAC:TV) is pleased to announce that it has filed a preliminary short form prospectus with the Securities Commissions in each of the Provinces of Canada in connection with an offering (the "Offering") of C$40 million principal amount of 5-year convertible senior unsecured debentures (the "Debentures"). The Offering will be conducted through a syndicate of underwriters led by Raymond James Ltd. and including GMP Securities L.P., Scotia Capital Inc., M Partners Inc. and Paradigm Capital Inc. (collectively, the "Underwriters").

The Company will grant the Underwriters an over-allotment option to purchase up to C$6.0 million aggregate principal amount of Debentures to cover over-allotments and for market stabilization purposes, exercisable in whole or in part at any time up to 30 days after the closing of the Offering. The net proceeds of the Offering will be used for construction expenditures at the Halfmile Property and the Santander Property, to repay principal and interest on an outstanding loan in the amount of US$8.4 million to Cardero Resource Corp., to prepare, if required, a mill feasibility study at the Halfmile-Stratmat Property, to engage a preliminary economic assessment at the Ruttan Property, and for general working capital purposes.

Convertible Debenture Highlights

  • The coupon and conversion price will be determined in the context of the market;
  • Interest rate payable semi-annually in arrears on October 31st and April 30th;
  • Five year term;
  • Redemption right after 3 years;
  • The conversion price will be adjusted (the "Conversion Adjustment") as follows:
    • the conversion price will be decreased by 500 basis points (e.g. if the conversion premium was set at 30%, the Conversion Adjustment would result in a 25% conversion premium) in the event the Company does not receive by December 31, 2011 all necessary permits from the appropriate government agencies to permit the Company to commence mining the Halfmile Property in New Brunswick; and
    • the conversion price will be decreased by 500 basis points if the Company does not receive by August 31, 2012 all necessary permits from the appropriate government agencies to permit the Company to commence mining and milling at the Santander Property in Peru;
  • Issue price of C$1,000 per Debenture and will be listed for trading on the Toronto Stock Exchange; and
  • Trevali has certain restrictions on additional debt issuances.

Trevali's CEO and President Mark Cruise stated, "We are pleased with the announcement of this financing that enables Trevali to complete final development and mine construction at both Halfmile in New Brunswick and Santander in Peru. The Company greatly looks forward to making its transition from an explorer to producer over the upcoming months, and providing investors with one of the few new opportunities on the TSX for exposure to the zinc-lead-silver sector following the recent M&A activity that has resulted in the takeovers of Farallon Mining and Breakwater Resources over the past several months."

The financing is expected to close on or about October 13, 2011, subject to certain conditions, including regulatory approval and approval the Toronto Stock Exchange. The Debentures are direct senior unsecured obligations of the Company and rank equally and rateable with each other and all other present and future senior and unsecured indebtedness of the Company and senior in right of payment to any subordinated indebtedness of the Company. The Debentures are subordinated to all existing and future secured indebtedness to the extent of any collateral.

The Debentures will not be redeemable before October 31, 2014. On or after October 31, 2014 and prior to the maturity date, the Company, may, at its option, subject to providing not more than 60 days and not less than 30 days prior notice, redeem the Debentures, in whole, or, from time to time, in part at par plus accrued and unpaid interest provided that the weighted average trading price of the common shares on the TSX during the 20 consecutive trading days ending five trading days preceding the date on which the notice of redemption is given is not less than 145% of the Conversion Price.

ABOUT TREVALI MINING CORPORATION

Trevali is advancing two polymetallic (zinc-lead-silver-copper) deposits to production in Canada and Peru - the Halfmile and Santander projects respectively. In Canada, Trevali has the Halfmile and Stratmat polymetallic deposits near Bathurst, New Brunswick, and the Ruttan copper-zinc deposit in northern Manitoba. Mine development is underway at Halfmile with a proposed production rate of 2,000-tonnes-per-day anticipated to commence in late 2011. In Peru, the Company has the Santander zinc-lead-silver mine project and the formerly-producing Huampar silver mine, both located in the Central Peruvian Polymetallic Belt.

At Santander, in conjunction with Glencore International A.G., mine commissioning is anticipated to commence at 2,000-tonne-per-day in early 2012 with full production to follow immediately thereafter. Additionally through its subsidiary Trevali Renewable Energy Inc., Trevali is undertaking a significant upgrade of its wholly-owned Tingo run-of-river hydroelectric generating facility along with transmission line upgrades and extensions to allow, in addition to supplying power to the mining operation on the property, the potential sale of surplus power into the Peruvian National Energy Grid.

The common shares of Trevali are listed on the TSX (symbol TV), the OTCQX (symbol TREVF) and on the Lima Stock Exchange (symbol TV). For further details on Trevali, readers are referred to the Company's web site (www.trevali.com) and to Canadian regulatory filings on SEDAR at www.sedar.com.

U.S. Cautionary Statements

In the United States, the Debentures are being offered in a private placement only to qualified institutional buyers as that term is defined in Rule 144A under the United States Securities Act of 1933 (the "U.S. Securities Act") and to institutional accredited investors under Rule 501(a)(1), (2), (3) or (7) under the U.S. Securities Act. The Debentures have not been and will not be registered under the U.S. Securities Act or the laws of any state or other jurisdiction of the United States and will be issued in reliance on an exemption from the registration requirements of the U.S. Securities Act. Neither the U.S. Securities and Exchange Commission nor any state securities commission in the United States has approved or disapproved of the Debentures of the Company to be issued or passed upon the accuracy or adequacy of the disclosure in the preliminary short for prospectus Circular and any representation to the contrary is a criminal offence in the United States.

On Behalf of the Board of Directors of

TREVALI MINING CORPORATION

Mark D. Cruise, President

This news release contains "forward-looking statements" within the meaning of the United States private securities litigation reform act of 1995 and "forward-looking information" within the meaning of applicable Canadian securities legislation. Statements containing forward-looking information express, as at the date of this news release, the Company's plans, estimates, forecasts, projections, expectations, or beliefs as to future events or results and the Company does not intend, and does not assume any obligation to, update such statements containing the forward-looking information. Such forward-looking statements and information include, but are not limited to statements as to: the completion of the Offering, the accuracy of estimated mineral reserves and resources, anticipated results of future exploration, and forecast future metal prices, anticipated results of future electrical sales and expectations that environmental, permitting, legal, title, taxation, socio-economic, political, marketing or other issues will not materially affect estimates of mineral reserves. These statements reflect the Company's current views with respect to future events and are necessarily based upon a number of assumptions and estimates that, while considered reasonable by the Company, are inherently subject to significant business, economic, competitive, political and social uncertainties and contingencies.

These statements reflect the Company's current views with respect to future events and are necessarily based upon a number of assumptions and estimates that, while considered reasonable by the company, are inherently subject to significant business, economic, competitive, political and social uncertainties and contingencies. Many factors, both known and unknown, could cause actual results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements contained in this news release and the company has made assumptions and estimates based on or related to many of these factors. Such factors include, without limitation: fluctuations in spot and forward markets for silver, zinc, base metals and certain other commodities (such as natural gas, fuel oil and electricity); fluctuations in currency markets (such as the Peruvian sol versus the U.S. dollar); risks related to the technological and operational nature of the Company's business; changes in national and local government, legislation, taxation, controls or regulations and political or economic developments in Canada, the United States, Peru or other countries where the Company may carry on business in the future; risks and hazards associated with the business of mineral exploration, development and mining (including environmental hazards, industrial accidents, unusual or unexpected geological or structural formations, pressures, cave-ins and flooding); risks relating to the credit worthiness or financial condition of suppliers, refiners and other parties with whom the Company does business; inadequate insurance, or inability to obtain insurance, to cover these risks and hazards; employee relations; relationships with and claims by local communities and indigenous populations; availability and increasing costs associated with mining inputs and labour; the speculative nature of mineral exploration and development, including the risks of obtaining necessary licenses and permits and the presence of laws and regulations that may impose restrictions on mining,; diminishing quantities or grades of mineral reserves as properties are mined; global financial conditions; business opportunities that may be presented to, or pursued by, the Company;
the Company's ability to complete and successfully integrate acquisitions and to mitigate other business combination risks; challenges to, or difficulty in maintaining, the Company's title to properties and continued ownership thereof; the actual results of current exploration activities, conclusions of economic evaluations, and changes in project parameters to deal with unanticipated economic or other factors; increased competition in the mining industry for properties, equipment, qualified personnel, and their costs. Investors are cautioned against attributing undue certainty or reliance on forward-looking statements. Although the Company has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be as anticipated, estimated, described or intended. The Company does not intend, and does not assume any obligation, to update these forward-looking statements or information to reflect changes in assumptions or changes in circumstances or any other events affecting such statements or information, other than as required by applicable law.

Contact Information