Justicia Shipena
Trigon Metals Inc. will sell its Kombat Project in Namibia to Horizon Corporation Limited through its affiliate Kamino Minerals Limited for $24 million (approximately N$444 million).
On Friday, Trigon announced a share purchase agreement dated 27 May 2025.
Before the sale, Trigon will reorganise its internal structures. It will create a new wholly owned subsidiary in Ontario, named Trigon Ontario.
According to Trigon, all rights and obligations under its stream agreement with Sprott Private Resource Streaming and Royalty (B) Corp and Sprott Mining Inc. will be transferred to Trigon Ontario.
This move, Trigon said, releases it from any security and guarantees tied to the Sprott stream.
Trigon will also transfer a portion of an intercompany loan to Trigon Ontario, leaving the new entity with a net asset value of $1.
At the same time, PNT Financeco Corp., Trigon’s Namibian holding company, will transfer its interest in Copperbelt Mineral Exploration (Pty) Ltd to Trigon or a subsidiary.
Under the agreement, Kamino will acquire all shares in Trigon Ontario, all shares in PNT, and the intercompany loan owed by PNT to Trigon.
Kamino will pay $1 for the Trigon Ontario shares and $23,999,999 for the PNT shares and loan.
This total will be adjusted to account for liabilities owed to IXM S.A. and Sprott.
Trigon will receive the money in eight equal instalments, beginning nine months after shareholders approve the deal and pending approval from the Namibian Competition Commission.
Trigon will also get $2 million immediately after the shareholder vote as part of the full amount.
Jed Richardson, Executive Chairman and CEO of Trigon, said with the signing of the definitive agreement, Trigon is taking the final steps toward securing shareholder approval.
Richardson said that upon a successful vote, $2 million will be advanced to Trigon, forming part of the $24 million we will receive ahead of the official closing process.
“Subject to Namibian completion approvals, the balance will follow in structured payments after nine months, in which case we begin receiving $3 million instalments quarterly, and the $4 million outstanding loan will be forgiven. These proceeds, combined with the potential production bonus and ongoing royalty, provide a strong and flexible foundation for our continued growth at Silver Hill, Addana, and the Kalahari Copperbelt,” said Richardson.
The deal includes a production-based bonus of between $3.5 million and $13 million. It will be paid 30 days after the underground mine produces at least 2,250 tonnes of ore per day for 90 straight days.
Trigon will also receive a 1% royalty on copper net smelter returns if copper prices go above $4.00 per pound.
The royalty will last up to 20 quarters, with up to eight deferrals, and will begin once monthly production exceeds 1,000 tonnes of copper metal for two consecutive months.
According to Trigon, the sale cancels the need for additional debt mentioned in Trigon’s loan agreement annexe dated 11 February 2025.
In February, Horizon agreed to lend Trigon up to $4 million.
The loan carries a 15% annual interest rate, has a six-month grace period, and must be repaid in 18 equal instalments.
It is backed by a general security agreement over Trigon’s assets.
Trigon expects the non-project part of this loan will be settled before the handover.
The agreement separates the Horizon loan into project and non-project amounts. PNT will take over the project portion before the deal closes.
Trigon will repay any remaining non-project part under the existing terms, although it expects that balance to be zero.
An extra $2 million loan will be available on the same terms.
If shareholders approve the transaction by June 30, 2025, the loan will be deducted from the final payment.
If not, we will add it to the loan balance and repay it according to the original terms.
“As a proud Namibian shareholder, I wholeheartedly support Horizon Corporation as the new investor in the Kombat Mine. Horizon’s proven experience in the mining sector positions them to successfully reopen the mine, creating much-needed jobs for our community. The people and children of the Kombat area urgently need this project to resume operations, as it will significantly boost living standards and bring economic hope to our region,” said Knowledge Katti.
Minmetals Securities Co., Ltd provided market analysis for the deal. Beacon Securities Limited gave a fairness opinion, stating the transaction is financially fair to Trigon.
The Board of Directors approved the agreement and recommended shareholder support.
The deal still needs two-thirds shareholder approval at a special meeting. It also depends on approvals from the Namibian Competition Commission, Sprott, the TSX Venture Exchange, and other required conditions.
The agreement includes a non-solicitation clause and a right for Horizon to match other offers.
If Trigon cancels the agreement under certain terms, it must pay a fee equal to the outstanding loan balance.
If shareholders do not approve the deal within two months after the meeting or six months after signing, Horizon will have 30 days to match any competing offer.
