TORONTO--(BUSINESS WIRE)--Sun Valley Investments AG (“Sun Valley”) today announces the commencement of its previously announced public offer to purchase common shares (“Common Shares”) of Mineros S.A. (“Mineros” or the “Company”, TSX: MSA, CB: MINEROS) by way of an Oferta Pública de Adquisición (the “OPA” or the “Offer”) through the facilities of the Colombia Securities Exchange at a price per Common Share equal to CAD $0.975 payable in cash.
A more detailed description of the OPA, which includes where and how Mineros shareholders can obtain a copy of documents relating to the OPA (the “Offer Booklet”) and instructions outlining how Mineros shareholders who hold their Common Shares in Canada can participate in the OPA, is attached to this news release as Appendix A and available at the following link: https://sunvalleyinv.com/opa/. Sun Valley is relying on the foreign take-over bid exemption set out in Section 4.4 of National Instrument 62-104 – Take-Over Bids and Issuer Bids in connection with the Offer.
Immediately prior to the OPA, Sun Valley beneficially owned and exercised control over 74,904,378 Common Shares, representing 24.99% of the issued and outstanding Common Shares. Sun Valley will acquire ownership and control of a minimum of 25,477,680 Common Shares and a maximum of 31,862,086 Common Shares pursuant to the OPA, unless the OPA is amended in accordance with the terms described in the Offer Booklet. As a result, following the OPA, Sun Valley will own and exercise control over a minimum of 100,382,058 Common Shares and a maximum of 106,766,464 Common Shares, respectively representing approximately 33.49% and 35.62% of the issued and outstanding Common Shares as of November 13, 2024. The total aggregate consideration paid by Sun Valley for Common Shares pursuant to the OPA will be a minimum of CAD $24,840,738.00 and a maximum of CAD $31,065,533.85.
Sun Valley will hold its Common Shares for investment purposes and will evaluate its investment in Mineros on an ongoing basis and may increase or decrease its holdings in Mineros and otherwise engage with the Company in the future, subject to market conditions and other relevant factors.
This news release is issued pursuant to National Instrument 62-103 – The Early Warning Systems and Related Take-Over Bids and Insider Reporting Issues, which also requires a report to be filed with regulatory authorities in each of the jurisdictions in which the Company is a reporting issuer containing information with respect to the foregoing matters ("Early Warning Report"). The Early Warning Report will be filed and made available under the SEDAR+ profile of Mineros at www.sedarplus.ca.
The head office address of Mineros is Carrera 43A No. 14-109, Piso 6, Edificio Nova Tempo, Medellin, Colombia.
Sun Valley is a corporation existing under the laws of Switzerland. The head office address of Sun Valley is Bahnhofplatz 6300, Zug, Switzerland.
Dentons Cardenas & Cardenas Abogados S.A.S (Colombia) and Dentons Canada LLP acted as legal advisors to Sun Valley in connection with the Offer.
About Sun Valley
Sun Valley is a private investment firm focused on the metals and mining industry with portfolio companies and branch offices in the Americas, Europe and Asia. Sun Valley's senior leadership team has several decades of experience in mining and investment companies and combines investment skills across diverse asset classes with hands-on experience at both senior and junior companies in the precious metals mining and refining industry. The firm finances the entire precious metals supply chain: mineral exploration, mine construction, production, processing and refining.
