Trigon Metals closes sale of Kombat mine interest

Mr. Tom Panoulias reports TRIGON METALS ANNOUNCES CLOSING OF SALE OF KOMBAT MINE INTEREST TO HORIZON CORPORATION LIMITED Trigon Metals Inc. has completed the previously announced transaction with Kamino Minerals Ltd. (the purchaser) and Horizon Corp. Ltd., an affiliate of the purchaser, for the sale of Trigon's interest in the Kombat mine and associated assets to the purchaser. The transaction was completed pursuant to a share purchase agreement dated May 27, 2025, among Trigon, the purchaser and Horizon. Please refer to the company's press release dated May 29, 2025, for further details in respect of the transaction. This closing marks the culmination of a comprehensive process that included the signing of a definitive agreement, receipt of the required regulatory and shareholder approvals, and the satisfaction of customary closing conditions. With this transaction now finalized, Trigon has successfully transitioned ownership of the Kombat mine to the purchaser, which will assume full operational control and management of the asset moving forward. The completion of this sale significantly strengthens Trigon's balance sheet and positions the company to advance exploration and development work at its new flagship copper project, the Addana project in Morocco. Proceeds from the sale ensure that the company is fully financed for an aggressive exploration program designed to unlock the value of the Addana project's promising copper potential. The transaction remains subject to the final approval of the TSX Venture Exchange. Jed Richardson, chief executive officer and executive chairman of Trigon, commented: "This transaction marks an exciting new chapter for Trigon. By completing the sale of the Kombat mine, we are now fully funded to focus our efforts on the Addana project, a highly prospective copper asset in Morocco that we believe will define the company's next phase of growth. I want to thank all parties involved in bringing this transaction to a successful close for their professionalism and commitment. We also extend our sincere appreciation and best wishes to all former Trigon employees and personnel who will continue at the Kombat mine under Horizon's management. We remain proud of what we accomplished together at Kombat and look forward to watching its continued success." Transaction structure The transaction involved an acquisition by the purchaser, an affiliate of Horizon, of: (a) 100 per cent of the shares in Kombat Streamco Corp., a newly formed subsidiary of the company formed for the purposes of the transaction (Trigon Ontario); and (b) 100 per cent of the shares in PNT Financeco Corp., the holding company of the company's Namibian assets; and (c) an intercompany loan owing by PNT to Trigon in the amount of $57,560,875. Consideration The purchaser will pay to Trigon a total purchase consideration of $24-million (U.S.) in cash for the transaction comprising: (a) $1.00 (U.S.) for the shares in Trigon Ontario; and (b) $23,999,999 (U.S.) for the shares in PNT and the PNT loan, subject to a purchase price adjustment for outstanding liabilities owing to IXM S.A. and Sprott on closing. The cash consideration will be settled in eight equal instalments, with the first instalment payable on April 4, 2026. The seven remaining instalments will be payable every three months from the date of the first instalment. The purchase price adjustment is equal to the aggregate of (a) all amounts payable to Sprott under the Sprott Stream (as defined below) as of the closing date, (b) the amounts owing to IXM S.A. on the closing date under the contract of sale agreement dated Nov. 16, 2021, between IXM S.A. and Trigon Namibia and (c) the balance on the closing date of amounts owed by Trigon to IXM S.A. in respect of a cash advance previously made by IXM S.A. to Trigon. The purchase price adjustment shall be applied equally to the first four instalment payments of the cash consideration. In addition, the eighth and final instalment payment shall be reduced by and settled against a portion of the remaining Horizon loan (as defined below), as further detailed below. In addition, the purchaser will make an additional cash payment to Trigon 30 days following the first date upon which the underground operations of the Kombat mine achieves ore production and processing of ore containing 4,500 tonnes of contained copper over a 90-day period. The production payment amount will be between $3.5-million (U.S.) and $13-million (U.S.) and will be dependent on the price of copper. As further consideration, Trigon was granted a royalty on the project from Trigon Mining (Namibia) Pty. Ltd., the registered owner of the project, of 1.0 per cent of copper net smelter returns on a per invoice basis, payable if the invoiced copper price on final invoicing is greater than $4.00 per pound for up to 20 quarters with eight allowable deferrals. The royalty is to be paid exclusively from Horizon's equity ownership. Payments under the royalty will commence once the project achieves copper metal production of 1,000 tonnes for each of two consecutive calendar months. As additional consideration, the amount payable by the company to Horizon pursuant to a loan agreement, between Trigon and Horizon dated Dec. 12, 2024, as amended, shall be reduced by $3,975,494 (U.S.), as further detailed below. Under the share purchase agreement, if the purchaser defaults on any payment to the company, following a specified cure period, the company shall have the right to reacquire the shares of Trigon Ontario and PNT for nominal consideration, and the purchaser is required to pay to the company $300,000 (U.S.) in penalties. Preclosing reorganization Pursuant to the share purchase agreement, prior to closing of the transaction, the company completed, among others, the following steps: The company transferred to Trigon Ontario all of Trigon's rights and obligations under Trigon's stream agreement (the Sprott Stream) with Sprott Private Resource Streaming and Royalty (B) Corp. and Sprott Mining Inc. and the company was released from all security and guarantees under the Sprott Stream; PNT transferred to Trigon 100 per cent of its interest in Copperbelt Mineral Exploration Pty. Ltd. The Horizon loan and additional loan Prior to the closing of the transaction, Horizon advanced loans to the company in an aggregate amount of $10,066,999 (U.S.) (inclusive of interest) pursuant to the Horizon loan. Pursuant to the share purchase agreement, the amount payable by the company to Horizon under the Horizon loan has been reduced to $2,436,769 (U.S.) (inclusive of accrued interest as of the closing date). The remaining Horizon loan comprised an amount equal to $1,036,769 (U.S.) in principal (inclusive of accrued interest) and an amount equal to $1.4-million (U.S.) in principal (inclusive of accrued interest). The Horizon loan reduction included an amount equal to $3,065,230 (U.S.) (inclusive of accrued interest) referred to as the project loan amount in the share purchase agreement. The remaining Horizon loan bears interest at 15 per cent per annum. The non-project loan amount matures on Dec. 23, 2026, provided that, if a production payment becomes payable by Horizon to the company pursuant to the SPA prior to such maturity date, the outstanding non-project loan amount as of such date shall be applied and settled against the production payment. The additional loan amount shall mature on the date of payment of the eighth instalment of the cash consideration and shall be applied and settled against such instalment payment. The remaining Horizon loan is secured by a general security agreement over all the property, assets and undertakings of the company. Conditions precedent Prior to closing, the company satisfied all conditions precedent to closing of the transaction pursuant to the share purchase agreement, including, among others, obtaining approval of its shareholders, approval of the Namibian competition commission, consent of Sprott and conditional approval of the exchange. Finders' fees On Sept. 1, 2024, the company entered into a finder agreement with Brightmind Ventures Ltd. pursuant to which Brightmind was engaged to identify and source parties interested in participating in equity financings of the company. Pursuant to the terms of the finder agreement, completion of the transaction triggered a cash fee to be paid by the company to Brightmind in the aggregate amount of approximately $720,000 (U.S.), assuming all instalment payments are received by the company following closing of the transaction. Due to the deferred nature of the instalment payments, pursuant to the finder agreement, the company shall pay the finder fee to Brightmind in five instalments, with the first instalment payable on April 4, 2026, in the amount of $173,550.72 (U.S.) and the remaining four instalments payable every three months thereafter in the amounts of $149,999.99 (U.S.), $149,999.99 (U.S.), $149,999.99 (U.S.) and $96,449.30 (U.S.), respectively. Brightmind is an arm's-length party to the company, Horizon, the purchaser, and their associates and affiliates. About Trigon Metals Inc. Trigon Metals is a publicly trading Canadian exploration and development company with its core focus on copper and silver holdings in mining-friendly African jurisdictions. The company holds the Kalahari copperbelt project in Namibia. In Morocco, the company is advancing two exploration projects: Addana, which hosts silver-bearing veins along with other metals, and Silver Hill, a sedimentary copper prospect that has already undergone drilling. We seek Safe Harbor.