Camrova Resources Inc. provides update on status of Right of First Offer made to Kores Group to acquire its shares
Acquire its shares of Minera y Metalurica del Boleo, S.A.P.I. de C.V. (MMB) owner of the Boleo project now placed on care & maintenance due to COVID 19 unTORONTO, April 22, 2020 - Camrova Resources Inc. ("Camrova" or the "Company") (TSX-V: CAV; OTC: BAJFF; SSE :CAVCL.CAV US$ - Chile) announces that the Right of First Offer (“ROFO”) to sell its shares of MMB delivered to the other shareholders of MMB and expiring on April 15, 2020 will not be exercised. Kores and the KBC have advised that they do not wish to acquire the shares. Camrova is now free to offer it’s 7.07 % shareholding of MMB to all interested parties. The shares are to be sold for an amount more than the offering price contained in the ROFO. The sale will be free and clear of any Right of First Refusal by other MMB shareholders. As a shareholder of MMB, Camrova is entitled to:
- No financial obligations in the event of future cash calls for either capital expenditures or to cover operating costs. Should a decision be made not to contribute, the shareholding will be subject to dilution considering a current book value of $3.1 billion. As an example, presently a cash call for $100 million, would result in approximately 0.50 % dilution for Camrova.
- As long as the shareholding is over 5%, shareholder has the right to attend all MMB Board Meetings as an observer with voice but no voting rights
- Receive all documentation to which Board Members are entitled including Life of Mine Plans, Budgets and Monthly Reports
- Participate in asset disposals in accordance with level of shareholding and subject to terms of MMB’s bylaws and the MMB Shareholder Agreement.
Camrova also advises that following recommendations it made to Kores and MMB in March with respect to mitigating the impact of the Corona Virus and in accordance with recent Decree by the Government of Mexico, MMB has reacted responsibly and placed the Boleo Mine and Plant on care and maintenance until April 30, 2020. This closure will be extended if required.
Regulatory and shareholder approval may be required for some of the transactions described above.
About Camrova Resources Inc.
Camrova is a Canadian mining company whose common shares are listed on the TSX-V. Presently the company is in discussion with interested parties regarding it’s smelter slag processing project in Chile using the Las Vacas Flotation Plant for which a Purchase Agreement has been signed.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
For further information contact:
| Tom Ogryzlo Interim Chief Executive Officer Tel: 416-271-0879 Email: info@camrovaresources.com | Kris Misir Chief Financial Officer Tel: 647-632-3444 Email: kris.misir@camrovaresources.com |
Cautionary Statements
Certain statements contained in this press release constitute forward-looking information. These statements relate to future events or future performance. The use of any of the words "could", "intend", "expect", "believe", "will", "projected", "estimated" and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on the Camrova's current belief or assumptions as to the outcome and timing of such future events. Actual future results may differ materially. In particular, this release contains forward-looking information relating to, among other things, that the Company has adequate funds available to complete its due diligence and technical/economic studies in respect of the proposed Slag Processing Project and for general working capital purposes, the ability of the Company to successfully complete the acquisition of the Anglo slag contract from MAYG, the ability of the Company to complete the proposed acquisition of the Las Vacas Plant from Don Alberto, the ability of the Company to complete the Cdn$9 million Concurrent Financing, the projected processing recoveries of Cu and the estimated capital and operating costs, economic viability of the Slag Processing Project as contained in the WSI report. Various assumptions or factors are typically applied in drawing conclusions or making the forecasts or projections set out in forward-looking information. Those assumptions and factors are based on information currently available to Camrova. Although such statements are based on management's reasonable assumptions, there can be no assurance that the proposed transactions will occur, or that if the proposed transactions do occur, will be completed on the terms described above.
The forward-looking information contained in this release is made as of the date hereof and Camrova is not obligated to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Because of the risks, uncertainties and assumptions contained herein, investors should not place undue reliance on forward-looking information. The foregoing statements expressly qualify any forward-looking information contained herein.
This announcement does not constitute an offer, invitation or recommendation to subscribe for or purchase any securities and neither this announcement nor anything contained in it shall form the basis of any contract or commitment. In particular, this announcement does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States, or in any other jurisdiction in which such an offer would be illegal.
The securities referred to herein have not been and will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), or under the securities laws of any state or other jurisdiction of the United States and may not be offered or sold, directly or indirectly, within the United States, unless the securities have been registered under the Securities Act or an exemption from the registration requirements of the Securities Act is available.
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