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ATEX Announces US$40 Million Strategic Investment by Agnico Eagle

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ATEX Resources announces a US$40 million strategic investment from Agnico Eagle Mines through a non-brokered private placement. Agnico will subscribe for approximately 33.9 million units at C$1.63 per unit, representing a 15% premium to the closing price. Each unit includes one common share and half a warrant. Additionally, ATEX will settle its US$15 million credit facility through equity issuance to lenders. Upon closing, Agnico will own approximately 13% of ATEX's shares. The proceeds will fund exploration activities at the Valeriano Copper-Gold Project in Chile and general corporate purposes.

ATEX Resources annuncia un investimento strategico di 40 milioni di dollari USA da parte di Agnico Eagle Mines attraverso un collocamento privato non brokerato. Agnico sottoscriverà circa 33,9 milioni di unità a C$1,63 per unità, rappresentando un premio del 15% rispetto al prezzo di chiusura. Ogni unità include un'azione comune e metà di un warrant. Inoltre, ATEX estinguerà il suo finanziamento di 15 milioni di dollari USA mediante emissione di azioni ai finanziatori. Al momento della chiusura, Agnico possederà circa il 13% delle azioni di ATEX. I proventi finanzieranno attività di esplorazione presso il Progetto Valeriano Rame-Oro in Cile e altre esigenze aziendali generali.

ATEX Resources anuncia una inversión estratégica de 40 millones de dólares estadounidenses de Agnico Eagle Mines a través de una colocación privada no mediada. Agnico suscribirá aproximadamente 33,9 millones de unidades a C$1,63 por unidad, lo que representa una prima del 15% sobre el precio de cierre. Cada unidad incluye una acción común y medio warrant. Además, ATEX liquidará su facilidad de crédito de 15 millones de dólares estadounidenses mediante la emisión de acciones a los prestamistas. Al cierre, Agnico poseerá aproximadamente el 13% de las acciones de ATEX. Los ingresos se destinarán a actividades de exploración en el Proyecto Valeriano Cobre-Oro en Chile y a fines corporativos generales.

ATEX Resources는 Agnico Eagle Mines가 비중개 방식의 사모 배치를 통해 4천만 달러 전략적 투자를 발표했다고 전했습니다. Agnico는 유닛당 C$1.63에 약 3,390만 유닛을 구독하며, 이는 종가 대비 15% 프리미엄을 나타냅니다. 각 유닛에는 하나의 보통주와 반 개의 워런트가 포함되어 있습니다. 또한 ATEX는 채권자에게 주식 발행을 통해 1,500만 달러 신용 시설을 마무리할 것입니다. 거래가 성사되면 Agnico는 ATEX의 약 13%의 주식을 보유하게 됩니다. 이 수익금은 칠레의 발레리아노 구리-금 프로젝트 탐사 활동 및 일반 기업 용도로 사용될 것입니다.

ATEX Resources annonce un investissement stratégique de 40 millions de dollars US de la part d'Agnico Eagle Mines par le biais d'un placement privé non-intermédié. Agnico souscrira environ 33,9 millions d'unités à 1,63 $CA l'unité, représentant une prime de 15 % par rapport au prix de clôture. Chaque unité comprend une action ordinaire et la moitié d'un bon de souscription. De plus, ATEX règlera sa facilité de crédit de 15 millions de dollars US par l'émission d'actions aux prêteurs. À la clôture, Agnico détiendra environ 13 % des actions d'ATEX. Les produits serviront à financer les activités d'exploration sur le Projet Cuivre-Or Valeriano au Chili et à des fins corporatives générales.

ATEX Resources gibt eine strategische Investition in Höhe von 40 Millionen US-Dollar von Agnico Eagle Mines im Rahmen einer nicht vermittelte Privatplatzierung bekannt. Agnico wird etwa 33,9 Millionen Einheiten zu einem Preis von C$1,63 pro Einheit zeichnen, was einen Aufschlag von 15% auf den Schlusskurs darstellt. Jede Einheit umfasst eine Stammaktie und ein halbes Warrant. Darüber hinaus wird ATEX seine 15 Millionen US-Dollar Kreditfazilität durch die Emission von Eigenkapital an die Kreditgeber tilgen. Nach Abschluss wird Agnico etwa 13% der Aktien von ATEX besitzen. Die Erlöse werden zur Finanzierung von Explorationsaktivitäten im Valeriano Kupfer-Gold-Projekt in Chile sowie für allgemeine Unternehmenszwecke verwendet.

Positive
  • Secured US$40 million strategic investment from major mining company Agnico Eagle
  • Units priced at 15% premium to market price
  • Settlement of US$15 million debt through equity, becoming debt-free
  • Strengthened balance sheet with substantial capital through 2025
  • Strategic partnership with experienced underground mining operator
Negative
  • Share dilution from equity issuance for both investment and debt settlement
  • Potential further dilution if warrants are exercised

Settlement of credit facility with cornerstone investors provides additional financial flexibility for exploration at Valeriano

Toronto, Ontario--(Newsfile Corp. - October 25, 2024) - ATEX Resources Inc. (TSXV: ATX) ("ATEX" or the "Company") is pleased to announce a US$40 million strategic investment in ATEX by Agnico Eagle Mines Limited (NYSE: AEM) (TSX: AEM) ("Agnico") on a non-brokered private placement basis (the "Offering"). Proceeds from the Offering will be allocated towards the Company's exploration activities at the Valeriano Copper-Gold Project (the "Valeriano Project") located in the Atacama Region, Chile, and for general corporate purposes. In addition to the Offering, the Company is also announcing that it will repay the entire outstanding balance on its credit facility (totaling US$15 million) through the issuance of equity.

Highlights:

  • Agnico will subscribe for approximately 33.9 million units (each a "Unit") of ATEX at a price of C$1.63 per Unit for aggregate gross proceeds of C$55 million (US$40 million):

    • The issue price per Unit represents a 15% premium to the closing price of the common shares on the TSX Venture Exchange (the "TSXV") as of October 18, 2024.

    • Each Unit will consist of one common share (a "Common Share") and one-half of one Common Share purchase warrant (each whole warrant, a "Warrant"), with each Warrant entitling the holder to acquire one Common Share at a price of C$2.50 for a period of 60 months from the issue date, subject to acceleration under certain conditions.

  • In addition to the Offering, the Company will issue an aggregate of approximately 7.9 million Units and 5.5 million Common Shares in full repayment of ATEX's US$15 million credit facility.

  • The Company will also make a concurrent private placement to new board member Rick McCreary, pursuant to which Mr. McCreary will subscribe for Units for aggregate gross proceeds of C$500,000.

  • Upon closing of the Offering, the debt repayment and the private placement to Mr. McCreary, Agnico will own approximately 13% of ATEX's issued and outstanding Common Shares (on an undiluted basis).

Commenting on the strategic investment, Ben Pullinger, ATEX's President and CEO stated, "We are excited to welcome Agnico as a strategic investor. Agnico is recognized as one of the preeminent mining companies in the world, and importantly, has significant large-scale underground operating experience. This transaction results in ATEX being well capitalized through 2025 to execute on our future drill programs and to continue defining this deposit while also continuing to de-risk and conduct engineering studies. Agnico is a partner of choice within the mining industry, recognized globally for its leading practices, and we are proud to have them as a strategic investor."

"In addition, the agreement with our cornerstone investors to settle outstanding amounts under our credit facility through the issuance of equity highlights the continued support from our investor group. These transactions will result in ATEX having substantial capital, becoming debt free and reflects our financial discipline and the support of our shareholders and lenders."

In connection with the Offering, Agnico and ATEX will enter into an investor rights agreement, pursuant to which Agnico will be granted certain rights, provided Agnico maintains certain ownership thresholds in ATEX, including: (i) the right to participate in equity financings and top-up its holdings in relation to dilutive issuances in order to maintain its pro rata ownership in ATEX at the time of such financing or acquire up to a 19.99% ownership interest, on a partially-diluted basis, in ATEX; (ii) the right (which Agnico has no present intention of exercising) to nominate one person (and in the case of an increase in the size of the board of directors of ATEX to ten or more directors, two persons) to the board of directors of ATEX; and (iii) the right to request the formation of, and participate in, a technical committee to provide recommendations and advice to the Company on technical matters.

From and after January 1, 2026, if the volume weighted average price of ATEX's Common Shares exceed C$3.00 for 20 consecutive trading days, ATEX shall have the right to accelerate the expiry date of the Warrants to 30 calendar days from the date that notice is provided.

The Offering is expected to close on or about October 30, 2024, and is subject to the receipt of customary regulatory approvals, including approval by the TSXV, and the closing of the debt repayment and the concurrent private placement to Mr. McCreary. The Common Shares and Warrants to be issued in connection with the Offering will be subject to a statutory hold period in accordance with applicable securities laws.

BMO Capital Markets and Trinity Advisors Corporation have acted as financial advisors to ATEX in connection with the Offering.

Settlement of Credit Facility

In addition to the Offering, ATEX has entered into agreements with Firelight Investments, Beedie Capital and Trinity Capital Partners (collectively, the "Lenders") to settle the US$15 million owing on its credit facility (the "Debt Settlement") by issuing to the Lenders an aggregate of approximately 7.9 million Units (on the same pricing as the Offering) and 5.5 million Common Shares (the "Debt Shares") at a price per share of C$1.42. The decision to issue Units and Debt Shares in lieu of a cash repayment is aimed at preserving the Company's working capital, thereby maximizing financial flexibility as ATEX advances exploration at the Valeriano Project. The Units and the Debt Shares issuable in connection with the Debt Settlement will be issued upon acceptance by the TSXV. The Common Shares and Warrants underlying the Units and the Debt Shares to be issued in connection with the Debt Settlement will be subject to a statutory hold period in accordance with applicable securities laws.

The Debt Settlement with Firelight Investments constitutes a "related party transaction" under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") as Firelight Investments is a "related party" of the Company. The Company is relying on exemptions from the formal valuation and minority shareholder approval requirements provided under section 5.5(a) and 5.7(1)(a) of MI 61-101 on the basis that participation by Firelight Investments in the Debt Settlement is not expected to exceed 25% of the fair market value of the Company's market capitalization.

Private Placement with New Board Member

Following the recent appointment of Rick McCreary to the Company's Board of Directors, ATEX is pleased to announce a C$500,000 private placement with Mr. McCreary, pursuant to which he will purchase 306,748 Units at a price of C$1.63 per Unit on the same pricing as the Offering (the "McCreary Placement"). Closing of the McCreary Placement is subject to receipt of the approval of the TSXV. The Common Shares and Warrants to be issued in connection with the McCreary Placement will be subject to a statutory hold period in accordance with applicable securities laws.

The McCreary Placement constitutes a "related party transaction" under MI 61-101 as Mr. McCreary is a "related party" of the Company. The Company is relying on exemptions from the formal valuation and minority shareholder approval requirements provided under section 5.5(a) and 5.7(1)(a) of MI 61-101 on the basis that participation by such related party in the McCreary Placement is not expected to exceed 25% of the fair market value of the Company's market capitalization.

About ATEX

ATEX is exploring the Valeriano Copper-Gold Project which is located within the emerging copper gold porphyry mineral belt linking the prolific El Indio High-Sulphidation Belt to the south with the Maricunga Gold Porphyry Belt to the north, located in the Atacama Region, Chile. This emerging belt, informally referred to as the Link Belt, hosts several copper gold porphyry deposits at various stages of development including, Filo del Sol (Filo Mining), Josemaria (Lundin Mining), Los Helados (NGEX Minerals/JX Nippon), La Fortuna (Teck Resources/Newmont) and El Encierro (Antofagasta/Barrick Gold). The Valeriano Project hosts a large copper gold porphyry mineral resource: 1.41 billion tonnes at 0.67% CuEq (0.50% Cu, 0.20 g/t Au, 0.96 g/t Ag and 63.80 g/t Mo), which includes a higher-grade core totaling 200 million tonnes at 0.84% CuEq (0.62% Cu, 0.29 g/t Au 1.25 g/t Ag and 55.7 g/t Mo), as reported by ATEX on September 12, 20231.

For further information, please contact:

Ben Pullinger,
President and CEO
Email: bpullinger@atexresources.com

Aman Atwal,
Vice President, Business Development and Investor Relations
Email: aatwal@atexresources.com

1-647-398-9405
or visit ATEX's website at www.atexresources.com.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS:

This news release contains forward-looking statements, including predictions, projections, and forecasts. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "planning", "expects" or "does not expect", "continues", "scheduled", "estimates", "forecasts", "intends", "potential", "anticipates", "does not anticipate", or describes a "goal", or variation of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, future events, conditions, uncertainties and other factors which may cause the actual results, performance or achievements to be materially different from any future results, prediction, projection, forecast, performance or achievements expressed or implied by the forward-looking statements.

Such forward-looking statements include, among others: statements relating to the terms of the Offering, the McCreary Placement and the Debt Settlement (collectively, the "Transactions"), the completion of the Transactions, the use of proceeds of the Agnico Offering, the receipt of regulatory approvals for the Transactions, plans for the evaluation of exploration properties, including the Valeriano Project and all aspects related to the timing and extent of exploration activities including the drill program contemplated in this news release.

Although ATEX has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.

Neither the TSX Venture Exchange nor its regulation services provider has reviewed or accepts
responsibility for the adequacy or accuracy of the content of this news release.


1 Please see NI 43-101 technical report titled "Independent Technical Report for the Valeriano Copper-Gold Project, Atacama Region, Chile" by Joled Nur, CCCRRM-Chile, and David Hopper, CGeol, with an effective date of September 1, 2023, filed at www.sedarplus.ca on October 25, 2023, for additional details on the 2023 Mineral Resource Estimate for the Valeriano project.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/227770

FAQ

What is the size of Agnico Eagle's investment in ATEX Resources (ECRTF)?

Agnico Eagle is investing US$40 million (C$55 million) in ATEX Resources through a non-brokered private placement.

What is the price per unit for Agnico Eagle's investment in ATEX Resources (ECRTF)?

Agnico Eagle will subscribe for units at C$1.63 per unit, representing a 15% premium to the closing price as of October 18, 2024.

What percentage will Agnico Eagle own of ATEX Resources (ECRTF) after the investment?

Upon closing, Agnico Eagle will own approximately 13% of ATEX's issued and outstanding Common Shares on an undiluted basis.

How is ATEX Resources (ECRTF) settling its credit facility?

ATEX is settling its US$15 million credit facility by issuing approximately 7.9 million Units and 5.5 million Common Shares to the lenders.

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