trigonmetals

TORONTO — February 11, 2025 – Trigon Metals Inc. (TSX-V: TM, OTCQB: PNTZF) (“Trigon” or the “Company”) announces that it has entered into an amended agreement (the “Agreement”) with Horizon Corporation Limited (“Horizon”) regarding the sale of its 80% ownership interest in the Kombat Mine in Namibia (the “Proposed Transaction”). The revised terms reflect a mutually agreed-upon adjustment to the financial structure of the Proposed Transaction while maintaining the strategic benefits for Trigon shareholders.

Key Amendments to the Proposed Transaction:

• The principal amount of the loan from Horizon to Trigon has been reduced from USD$5,000,000 to USD$4,000,000, with structured advances over five tranches.
• Horizon will invest USD$500,000 in Trigon’s private placement offering.
• An additional loan option of USD$2,000,000 has been introduced, providing flexibility for further financing prior to Trigon obtaining shareholder approval for the Proposed Transaction.
• The purchase consideration for Kombat Mine has been revised from USD$30,000,000 to USD$24,000,000, payable in eight equal quarterly instalments.
• Payments after the first instalment will be contingent on the parties having secured third-party debt financing of at least USD$10,000,000 for the Kombat Mine’s development. If this third-party debt financing is not approved with 18 months of approval of the Proposed Transaction, then Horizon can elect to commence with the instalments, or to return 90% of the shares it holds in the Kombat Mine, with all capital it has contributed being converted to debt repayable by Trigon.
• Adjustments to payment terms related to outstanding liabilities to IXM S.A. and Sprott Private Resource Streaming and Royalty (B) Corp. (“Sprott”) have been incorporated.
• A follow-on payment structure has been introduced, linking additional payments to the London Metal Exchange (LME) copper price and future mill expansion at Kombat Mine.

Follow up payments related to the start-up of the Asis Far West expansion are as outlined in the table below:

The Sprott trigger date is the date on which underground operations achieve average production of 2,250tpd for a 90 day period.

LME 3-month Cu price (USD/Tonne) at the close on the LME on the date preceding the Sprott trigger date	<9,000	9,000<10,000	>10,000	>15,000 *
Payment to the Company on the Sprott trigger date	USD5,500,000	USD8,000,000	USD13,000,000	N/A
Payment to the Company on the 1st anniversary of Sprott trigger date	0	USD2,000,000	USD2,000,000	N/AD
Payment to the Company on mill expansion to 1,500 tpd (expedited scenario*)	0	0	0	USD8,000,000
Payment to the Company on 1st anniversary of mill expansion to 1,500 tpd (expedited scenario*)	0	0	0	USD7,000,000
* Expedited option is not additional to other follow-on payments, nor is it subject to Sprott trigger date condition. The average LME Cu closing price for a period of 30 consecutive calendar days must be greater than USD$15,000.

Strategic Rationale

The revised terms of the Proposed Transaction enhance Trigon’s financial flexibility while ensuring continued exposure to the Kombat Mine’s upside potential. By restructuring the deal, Trigon secures near-term capital while minimizing dilution for existing shareholders. The Agreement also strengthens the Company’s ability to focus on advancing its other core projects, particularly the Kalahari Copper Project and the Safi Silver spinout, while allowing Horizon to lead the next phase of development at Kombat Mine. This strategic alignment optimizes Trigon’s asset portfolio and supports long-term value creation for shareholders.

Jed Richardson, CEO and Executive Chairman of Trigon, commented, “ The revised terms of the sale of Trigon’s interest in the Kombat Mine ensure that Trigon’s shareholders continue to benefit from the future success of the asset while reducing dilution and securing essential financing for our ongoing projects. We appreciate Horizon’s commitment to investing in the Kombat Mine and the Namibian mining sector, and we look forward to completing the transaction.”

Bradley Rawson, Executive Chairman of Horizon, commented, “We remain excited about the opportunity to build on the Kombat Mine’s legacy. These revisions allow us to move forward in a structured manner while ensuring that our financing plan supports the mine’s development and community engagement in Namibia.”

Knowledge Katti, Namibian businessman and partner of Trigon Metals, commented, “This deal is not just a win for the mine and its investors—it’s a transformative moment for Kombat and the communities surrounding the Kombat Mine. By prioritizing sustainable development and local employment, this partnership could create lasting opportunities for generations. The revised terms align economic growth with social responsibility, reinforcing our pride in supporting a project that strengthens both the country’s mining sector and its people.”

The Proposed Transaction remains subject to shareholder approval, third-party approvals, and regulatory clearance, including TSX Venture Exchange approval. Further updates will be provided as the Proposed Transaction progresses.

Private Placement

Trigon intends to complete a non-brokered private placement of up to 6,800,000 common shares (the “Shares”) at a price of $0.25 per Share for gross proceeds of up to $1,700,000 (the “Offering”).

Closing of the Offering is expected to occur on or about February 20, 2025 and remains subject to a number of conditions, including receipt of all necessary regulatory approvals, including the approval of the TSX Venture Exchange. In connection with the Offering, a finder’s fee may be payable in line with the policies of the TSX Venture Exchange.

All securities issued in connection with the Offering will be subject to a statutory hold period of four-months and one-day. The Company intends to use the net proceeds from the Offering for working capital and general corporate purposes.

Trigon Metals Inc.

Trigon is a publicly-traded Canadian exploration and development company with its core business focused on copper and silver holdings in mine-friendly African jurisdictions. Currently, the Company has operations in Namibia and Morocco. In Namibia, the Company holds an 80% interest in five mining licences in the Otavi Mountainlands, an area of Namibia widely recognized for its high-grade copper deposits, where the Company is focused on exploration and re-development of the previously producing Kombat Mine.

Cautionary Notes

The Term Sheet is non-binding and does not constitute a definitive agreement, and no assurances can be given that the Proposed Transaction will be completed as outlined.

This news release may contain forward-looking statements. These statements include statements regarding the Offering, the use of proceeds of the Offering, the Proposed Transaction, the Company’s ability to obtain the requisite approvals for the Offering, the economic viability of the Kombat Mine and the Company, the Company’s ability to obtain adequate financing, the Company’s strategies and the Company’s abilities to execute such strategies, the Company’s expectations for the Kombat Mine, and the Company’s future plans and objectives. These statements are based on current expectations and assumptions that are subject to risks and uncertainties. Actual results could differ materially because of factors discussed in the management discussion and analysis section of our interim and most recent annual financial statements or other reports and filings with the TSX Venture Exchange and applicable Canadian securities regulations. We do not assume any obligation to update any forward-looking statements, except as required by applicable laws.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

For further information, contact Tom Panoulias, VP Corporate Development:
+1 (647) 276-6002 x 1127
IR@trigonmetals.com
Website: www.trigonmetals.com

TORONTO, January 31, 2025 — Trigon Metals Inc. (TSX-V: TM; OTCQB: PNTZF) (“Trigon” or the “Company”) announces a proactive operational adjustment at its Kombat Mine in Namibia to address unplanned maintenance requirements for its dewatering systems. The Company has temporarily suspended its operations for an anticipated period of six to nine months due to the failure of both of its two main submersible dewatering pumps. Please refer to news release dated January 16, 2025 for additional details.

The submersible pumps are crucial to the Company’s operations at the Kombat Mine, and the unexpected breakdowns have left Trigon with no immediate solution for full restoration of its systems. Both pumps have been hoisted out of the shafts and sent to a third party engineering firm for independent verification of the root causes for the failures.

Unfortunately, due to water levels returning to their normal levels of 60 metres below service at Shaft 1 and 120 metres at Shaft 3, mining operations will be paused until dewatering activities have recommenced. The Company anticipates that dewatering will restart in Q3 of 2025, once the pumps have been repaired and the risk of reoccurrence has successfully been mitigated.

Strategic Operational Update

The Company is implementing a comprehensive recovery plan including advanced repairs and upgrades to critical equipment, to ensure long-term operational resilience and efficiency. Trigon has initiated a phased recovery strategy following the identification of maintenance needs in two key submersible pumps at the Kombat Mine. Both pumps have been safely retrieved and are undergoing rigorous analysis by a leading third-party engineering firm to optimize their performance and durability . While dewatering activities will pause during this period, the Company has a clear pathway to resume operations in Q3/Q4 2025, with enhanced systems designed to mitigate future risks.

Temporary Workforce Adjustment and Employee Support

As a result of this operational setback, the Company also announces the retrenchment of the majority of its onsite employees. To align with this short-term operational adjustment, Trigon will implement a temporary workforce reduction at the mine site. This decision, while necessary under the current circumstances, is one of great regret, as the Company values its team and recognizes the impact this will have on its employees and their families.

The Company deeply values its employees and is committed to supporting all affected team members through this transition. This includes generous severance packages, extended healthcare benefits, and dedicated job placement assistance in collaboration with local partners. Trigon remains optimistic about rehiring and re-engaging its workforce once operations resume.

Jed Richardson, CEO and Executive Chairman of Trigon Metals, commented, “ While this temporary pause is not the outcome we envisioned, it is a critical step to strengthen Kombat’s infrastructure for sustained success. Our team is already advancing solutions to modernize our systems, ensuring we return to operations with greater reliability and efficiency. We extend our deepest gratitude to our employees and contractors, whose dedication has been instrumental in our progress to date, and to our stakeholders for their unwavering trust. Trigon is committed to emerging from this phase as a more resilient company, poised to deliver value for years to come .”

Knowledge Katti, Namibian Businessman and local partner of Trigon Metals, commented, “We acknowledge the valid concerns of the Kombat community and all Trigon Mining employees during this challenging period. While this temporary pause is a setback, it is also an opportunity to strengthen our foundation for the future. Our commitment to Kombat remains unwavering—we are dedicated to ensuring that operations resume more sustainable than before. We will continue working to support our workforce and the broader community through this transition. Together, we will come back stronger.”

The Company also reassures its stakeholders that it is exploring all viable options to restore operations as quickly as possible and minimize disruption to services. Trigon is actively engaging with technical experts and partners to accelerate repairs and explore innovative dewatering solutions. The Company reaffirms its confidence in the Kombat Mine’s long-term potential and is prioritizing investments in equipment upgrades and process improvements. Regular updates on recovery milestones will be shared with stakeholders, including progress toward the Q3 2025 restart target.

Qualified Person

The technical information presented in this press release has been reviewed and approved for disclosure by Fanie Müller, P.Eng, VP Operations of Trigon, who is a Qualified Person as defined by NI 43-101.

Trigon Metals Inc.

Trigon is a publicly-traded Canadian exploration and development company with its core business focused on copper and silver holdings in mine-friendly African jurisdictions. Currently, the company has operations in Namibia and Morocco. In Namibia, the Company holds a 100% interest in the Kalahari Copperbelt Project and an 80% interest in five mining licences in the Otavi Mountainlands where the Company operates the Kombat Mine. In Morocco, the Company is the holder of the Silver Hill and Addana projects, highly prospective copper and silver exploration projects.

Cautionary Notes

This news release may contain forward-looking statements. These statements include statements regarding the operations at the Kombat mine, the Company’s ability to restart the operations at the Kombat mine, the impact of the flooding at the Kombat mine, the financial viability of Trigon, the timing for the repair or replacement of equipment, the Company’s ability to complete a sale of the Kombat mine, the Company’s strategies and the Company’s abilities to execute such strategies, the economic viability of the Kombat Mine, the Company’s expectations for the Kombat Mine, and the Company’s future plans and objectives. These statements are based on current expectations and assumptions that are subject to risks and uncertainties. Actual results could differ materially because of factors discussed in the management discussion and analysis section of our interim and most recent annual financial statements or other reports and filings with the TSX Venture Exchange and applicable Canadian securities regulations. We do not assume any obligation to update any forward-looking statements, except as required by applicable laws.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

For further information, contact:
Tom Panoulias, VP Corporate Development
+1 647 276 6002 X 1127
IR@trigonmetals.com
Website: www.trigonmetals.com

TORONTO – January 23, 2025 – Trigon Metals Inc. (TSX-V: TM, OTCQB: PNTZF) (“Trigon” or the “Company”) announces the results of the recent underground drilling at Shaft 1, at levels 1, 3 and 4 at the Kombat mine. The Company also wishes to address a correction to language used in its previous press release dated January 20, 2025. These confirmation holes were targeting orebodies adjacent to historic workings and close to existing underground development. True intercept width is unknown. The holes listed below have extended the known mineralization and mineable tonnes in the upper levels at Shaft 1 (see Figure 1, 2 and 3).

Highlights – Level 1 sub 1 (45 metres from surface)

• KWO-238 : 12 metres at 2.27% Cu and 30.41 g/t Ag
• KWO-239 : 8 metres at 10.44% Cu and 35.34 g/t Ag

Highlights – Level 3 sub 1 (105 metres from surface)

• KWO-242: 3 metres at 6.81% Cu and 87.83 g/t Ag
• KWO-256 : 5 metres at 1.40% Cu and 21.89 g/t Ag
• KWO-257: 6 metres at 1.40% Cu and 13.95 g/t Ag

Highlights – Level 4 (120 metres from surface)

• KWO04L-319 : 6 metres at 2.15% Cu and 41.20 g/t Ag
• KWO04L-323: 5 metres at 3.08% Cu
• KWO04L-324: 9 metres at 1.94% Cu and 21.73 g/t Ag

Drillholes KWO-238 and KWO-239 were drilled on the eastern margin of the Sublevel 1.1 of the mined out orebody, about 45 metres from surface. These two holes intersected significant grade approximately 24 metres from the closest historical drillhole results known as OMEG orebodies (refer to Figure 4). These orebodies are conformed with the regional strike-length of the Kombat trend (E-W).

Drillhole KWO-242 was drilled southwards, defining the orebody thickness which is extending to the East of level 3 sub-1. This area is about 105 metres from surface and the intersections were 5m long (refer to Figure 5). Similarly, drillholes KWO-256 and KWO-257 were drilled at angles of 15 ^ᵒ to 30 ^ᵒ to outline vertical continuity of the orebody. These holes also intersected mineralization between 23 and 25 metres, defining a clear zone of mineralisation (refer to Figure 6).

Drillhole KWO04L-319 was drilled towards the western margin of the existing development on level 4, about 155 metres from surface. This drill hole was aimed at defining the vertical extend as a follow up to the closest historical intercepts. Similarly, drillholes KWO04L-323 and KWO04L-324 were drilled on the western margin of the Level 4, where multiple intercepts were drilled between 4 and 20 metres from their nearest historical intercepts (refer to Figure 7).

Jed Richardson, CEO and Executive Chairman of Trigon, commented, “ This follow up drilling is very encouraging in grade and intersection width and further increases our confidence in our mineral resource and reserve models as we continue to open up new stopes with high grade copper ore.”

Figure 1 : Shaft #1 Drill Core from Level 1 Sub-level 1 – KWO-239 — Figure 1 shows massive bornite adjacent to a stope at the end of hole (KWO239).

Figure 2: Shaft #1 Drill Core from Level 3 Sub-level 1 – KWO-256 — Figure 2 shows bornite and chalcopyrite occurring in highly calcified and fractured zone

Figure 3: Shaft #1 Drill Core from Level 4 – KWO04L-319 — Figure 3 shows massive bornite with some galena in a calcitic zone.

Figure 4: Drilling at Shaft #1, Level 1 Sub 1 

Figure 5: Drilling at Shaft #1, Level 3

Figure 6: Drilling at Shaft #1, Level 3 

Figure 7: Drilling at Shaft #1, Level 4

Quality Assurance & Quality Control (QA/QC)

All sample assay results have been monitored through the Company’s quality assurance / quality control (QA / QC) program following E2941 − 21 Standard Practices for Extraction of Elements from Ores and Related Metallurgical Materials by 4 acid Digestion with ICPOES finish. Drill core was sent to an independent laboratory, African Laboratory Specialists Namibia (“ALS”), for analysis. ALS is an independent laboratory, located in Kombat, Namibia. Core samples were prepared using the ASTM procedures. Sample size: 3 kg, crushed split to 250g weighed sample (+/- 0.5000g).

Qualified Person
The scientific and technical information in this release has been reviewed and approved by Dr. Andreas Rompel, Pr.Sci.Nat. (400274/04), FSAIMM, the Company’s “qualified person” as defined in National Instrument 43-101 – Standards of Disclosure for Mineral Projects .

Correction Notice
The Company wishes to clarify disclosure in its press release dated January 20, 2025, regarding the planned transaction between Trigon and Horizon Corporation Ltd. (“Horizon”). The section previously titled “Proposed Strategic Sale of the Kombat Mine” has been revised to “Planned Strategic Sale of Trigon’s Interest in the Kombat Mine.”

Additionally, the statement “Trigon’s management team continues to advance the sale of the Kombat Mine to Horizon Corporation Ltd.” has been corrected to “Trigon’s management team continues to advance the sale of the Company’s interest in the Kombat Mine to Horizon Corporation Ltd. (‘Horizon’).”

Trigon currently holds an 80% interest in five mining licences in the Otavi Mountainlands in Namibia. These licences form part of the Kombat Mine property.

Cautionary Notes

This news release may contain forward-looking statements. These statements include statements regarding the exploration drilling at the Kombat Mine, mineral resource estimate calculation, the Company’s ability to produce a NI 43-101 compliant mineral resource estimate, the prospectivity and mineralization at the Kombat Mine, the financial viability of Trigon, the Company’s ability to complete a sale of the Company’s interest in the Kombat mine, the Company’s strategies and the Company’s abilities to execute such strategies, the economic viability of the Kombat Mine, the Company’s expectations for the Kombat Mine, the potential transaction with Horizon, the Company’s ability to continue to obtain financing and the Company’s future plans and objectives. These statements are based on current expectations and assumptions that are subject to risks and uncertainties. Actual results could differ materially because of factors discussed in the management discussion and analysis section of our interim and most recent annual financial statements or other reports and filings with the TSX Venture Exchange and applicable Canadian securities regulations. We do not assume any obligation to update any forward-looking statements, except as required by applicable laws.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

For further information, contact Tom Panoulias, VP Corporate Development:
+1 (647) 276-6002 x 1127
tom.panoulias@trigonmetals.com
Website: www.trigonmetals.com

TORONTO – January 20, 2025 – Trigon Metals Inc. (TSX-V: TM, OTCQB:PNTZF) (“Trigon” or the “Company”) announces that its Kalahari Copper Project (the “Project”) has been awarded one of only three spots in the €5 million UNDERCOVER research project funded by the European Union (EU).

The UNDERCOVER ( U nified N ovel D eep E xplo R ation for C ritical O re disco VER y) research project aims to enhance the responsible supply of raw materials. The Project’s objectives include advancing deep mineral exploration technologies, stimulating research and development, and enabling their responsible exploitation by exploration and mining stakeholders within the EU.

Key Highlights of the Program

• The UNDERCOVER research project has been granted €5 million from the EU, with Trigon’s Kalahari Copper Project selected as one of three exploration projects included in the initiative.
• This research program will span three years starting January 1, 2025, focusing on developing innovative methods for successful exploration of Critical Raw Materials under cover.

The Kalahari Copper Project, a joint venture project between Trigon and Ongwe Minerals, covers 765,000 hectares within the highly prospective Kalahari Copper Belt in Namibia, the western extension of the highly prospective copper belt in Botswana. One drillhole adjacent to the eastern border of Trigon’s Kalahari Copper Project has intersected 83m at 0.7% Cu and 17g/t Ag. The widespread Kalahari sand cover across much of the Project area necessitates a strategic exploration approach, and advancements in exploration research achieved through the UNDERCOVER project will support these efforts.

Jed Richardson, CEO and Executive Chairman of Trigon Metals, commented, “It’s an honour to be selected to participate in such an innovative and potentially transformative project. We look forward to working with all parties to achieve the ambitious goals of UNDERCOVER.”

Proposed Strategic Sale of the Kombat Mine

Trigon’s management team continues to advance the sale of the Kombat Mine to Horizon Corporation Ltd. (“Horizon”). Trigon and Horizon have begun collaborating on mine planning and management, working towards completion of the definitive documentation.

Initial capital has been advanced in accordance with the terms of the loan agreement between Trigon and Horizon. The terms of the Proposed Transaction are available to view in the Company’s previous press release dated December 16, 2024.

Due to the recent mine interruption, Trigon’s management team is communicating with its insurance adjustors in Namibia on its business interruption and mechanical claim that occurred on January 16, 2025.

Further Details of The Research Project that Aims to Develop Deeper Critical Raw Material Exploration

The EU’s ambitious goals as outlined in the Critical Raw Materials Act (CRMA), NetZero Industry Act and the European Green Deal will lead to an increase in critical raw material (CRM) demand. To meet the demand, the utilization of the deposits deeper in the bedrock needs research and development. The Geological Survey of Finland (GTK) is coordinating the EU Horizon Europe project that is creating a paradigm shift in the exploration of deep critical raw materials.

The project aims to develop deep CRM exploration. This will be done by transforming the mineral systems concept into the first viable strategy for systematically exploring CRM deposits hidden deeper under cover or in the bedrock. The project will develop and integrate novel geophysical technologies and methods that are both cost-effective and environmentally friendly.

Strong Network of International and European Cooperation

The research project will run for three years and was launched on January 1, 2025. The 5-million-Euro project brings together 16 partners from Finland, France, Germany, Czech Republic, Portugal, Namibia, and Canada. The consortium includes geological surveys, universities, research institutes, exploration companies, industrial clusters, and Small and Medium Enterprises (SMEs), highlighting a strong network of international and European cooperation.

“This collaboration fosters the exchange of knowledge and expertise across borders, aiming at a comprehensive approach to deep mineral exploration. By leveraging the strengths of each partner, the project aims to achieve significant advancements in sustainable raw material exploration,” says Jochen Kamm, Research Professor, Geological Survey of Finland.

In addition to this, the project will cooperate with other EU projects dealing with deep exploration challenges.

Qualified Person

The scientific and technical information in this release has been reviewed and approved by Dr. Andreas Rompel, Pr.Sci.Nat. (400274/04), FSAIMM, the Company’s “qualified person” as defined in National Instrument 43-101 – Standards of Disclosure for Mineral Projects.

Trigon Metals Inc.

Trigon is a publicly-traded Canadian exploration and development company with its core business focused on copper and silver holdings in mine-friendly African jurisdictions. Currently, the Company has operations in Namibia and Morocco. In Namibia, the Company holds an 80% interest in five mining licences in the Otavi Mountainlands, an area of Namibia widely recognized for its high-grade copper deposits, where the Company is focused on exploration and redevelopment of the previously producing Kombat Mine.

Cautionary Notes

This news release may contain forward-looking statements. These statements include statements regarding the UNDERCOVER project, prospectivity and mineralization of the Kalahari Copper Project, the Company’s strategies and the Company’s abilities to execute such strategies, the Company’s expectations for the Kombat Mine, the loan and sale to Horizon and the timing thereof and the Company’s future plans and objectives. These statements are based on current expectations and assumptions that are subject to risks and uncertainties. Actual results could differ materially because of factors discussed in the management discussion and analysis section of our interim and most recent annual financial statements or other reports and filings with the TSX Venture Exchange and applicable Canadian securities regulations. We do not assume any obligation to update any forward-looking statements, except as required by applicable laws.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

For further information, contact Tom Panoulias, VP Corporate Development:
+1 (647) 276-6002 x 1127
IR@trigonmetals.com
Website: www.trigonmetals.com

TORONTO – January 16, 2025 — Trigon Metals Inc. (TSX-V: TM; OTCQB: PNTZF) (“Trigon” or the “Company”) experienced a setback in underground pumping due to the failure of both of its two main dewatering pumps on the morning of January 16, 2025 at the Company’s Kombat mine in Namibia. As a result, the Company has suspended underground mining as it anticipates that the pump failure will ultimately result in the underground mine flooding over the coming days.

All precautions are being taken to ensure safety at the Kombat site. All personnel have exited the affected areas of the underground operations and underground equipment is currently being removed.

The Company intends to complete the previously announced transaction with Horizon Corporation Ltd. (“Horizon”). Horizon is aware of the situation and has notified the Company that it is standing by its commitment to complete the purchase of Trigon’s interest in the Kombat mine. Both parties continue to work on the way forward, in conjunction with Trigon’s other partners and stakeholders.

Jed Richardson, CEO and Executive Chairman of Trigon Metals, commented, “Today’s pump failure is an untimely challenge that we are working to overcome. We applaud the team at site for acting quickly to prioritize the safety of all mine workers. Initial discussions with Horizon indicate that a transaction will go ahead with the hope of restoring operations and getting back to business in a timely manner.”

Trigon Metals Inc.

Trigon is a publicly-traded Canadian exploration and development company with its core business focused on copper and silver holdings in mine-friendly African jurisdictions. Currently, the company has operations in Namibia and Morocco. In Namibia, the Company holds a 100% interest in the Kalahari Copperbelt Project and an 80% interest in five mining licences in the Otavi Mountainlands where the Company operates the Kombat Mine. In Morocco, the Company is the holder of the Silver Hill and Addana projects, highly prospective copper and silver exploration projects.

Cautionary Notes

This news release may contain forward-looking statements. These statements include statements regarding the operations at the Kombat mine, the impact of the flooding at the Kombat mine, the financial viability of Trigon, the Company’s ability to complete a sale of the Kombat mine to Horizon, the Company’s strategies and the Company’s abilities to execute such strategies, the economic viability of the Kombat Mine, the Company’s expectations for the Kombat Mine, the potential transaction with Horizon and the Company’s future plans and objectives. These statements are based on current expectations and assumptions that are subject to risks and uncertainties. Actual results could differ materially because of factors discussed in the management discussion and analysis section of our interim and most recent annual financial statements or other reports and filings with the TSX Venture Exchange and applicable Canadian securities regulations. We do not assume any obligation to update any forward-looking statements, except as required by applicable laws.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

For further information:
Tom Panoulias, VP Corporate Development
+1 647 276 6002 X 1127
IR@trigonmetals.com
Website: www.trigonmetals.com

TORONTO — December 16, 2024 –Trigon Metals Inc. (TSX-V: TM; OTCQB: PNTZF) (“Trigon” or the “Company”) announced today that it has signed a binding loan agreement (the “Loan Agreement”) with Horizon Corporation Ltd (“Horizon”) for a loan from Horizon of up to USD$5 million to Trigon. Pursuant to the Loan Agreement, Trigon has granted Horizon exclusivity rights to negotiate the purchase of Trigon’s interest in the Kombat Mine in Namibia (see press release dated December 3, 2024) (the “Proposed Transaction”). The Proposed Transaction contemplates a valuation for the Kombat mine of USD $30 million (C$0.97/share based on today’s fully-diluted share count — although the final valuation may be significantly higher depending on operational milestones), which will be subject to definitive agreements, shareholder approval, regulatory consent, and other closing conditions.

The Proposed Transaction reflects Trigon’s strategic focus on advancing its Addana, Silver Hill and Kalahari exploration projects, strengthening the Company’s financial position while ensuring operational continuity and promoting expansion for the Kombat Mine.

The Loan allows Horizon to begin investing in the Kombat Mine and provide capital to the project in advance of the completion of the sale. As outlined below should the Trigon and its shareholders elect to consummate the Proposed Transaction, the Loan will become equity contributed to the Kombat Mine, but if Trigon chooses not to complete the transaction the funds will become payable as loans to the Company plus associated break fees. The Loan is separate from the sale price consideration of USD $30 million and follow-up payments ranging from USD $10 million to USD $20 million.

Jed Richardson, CEO and Executive Chairman of Trigon Metals, commented: “This deal is a decisive win for the Company and shareholders. We had been committed to operating and growing the Kombat mine but this deal offers the Company and shareholders an opportunity to maximize growth for the Company as a whole. The Agreement allows us to realize significant value from the Kombat Mine in an expensive and uncertain funding market while ensuring stability and continuity for the workforce at site. The influx of capital will position Trigon to advance exploration and development at our Addana and Kalahari projects, accelerating our next phase of growth as a company. Since the Company will be in a strong financial position with negligible debt, we also propose to return a meaningful portion of the proceeds back to the market in the form of share buybacks, dividends or a combination of the two, once the various Agreement milestones are achieved.”

Transaction Overview:

Loan Financing

• USD $5 million, issued in three tranches, to provide interim development capital for the Kombat Mine, being as follows:
  • Tranche One: USD $500,000 within 7 working days of signing the Loan Agreement;
  • Tranche Two: USD $2 million within 7 working days of completing the security agreements and approvals relating to the Loan Agreement; and
  • Tranche Three: USD $2.5 million within 45 days of the Tranche Two payment.
• The Loan will have a grace period of 6 months from the date of Tranche Two drawdown and will be amortized over 18 equal payments from the end of the grace period to the end of the 2-year term bearing an annual interest rate of 15%.
• Horizon will be entitled to appoint a board observor to the Company on advance of Tranche Two of the Loan.
• Horizon will be granted exclusivity to negotiate and finalize the Proposed Transaction on advance of Tranche One of the Loan.

Terms for Proposed Acquisition of Kombat Mine

• Horizon will acquire up to 100% of a Canadian domiciled holding company, which indirectly owns 80% of the Kombat Mine for a price consideration of USD $30 million upon closing of all shareholder and regulatory approvals.
• Trigon will retain a 1% net revenue royalty on copper production when the Kombat mine achieves copper metal production of 1,000 tonnes for each of two consecutive calendar months. Thereafter a royalty of 1% will be payable on net copper revenue, when invoiced copper price on final invoicing is greater than USD $4.00 per pound, payable quarterly for 20 quarters.
• A break fee of USD $5 million applies if the Proposed Transaction is terminated due to non-approval or a superior bid.
• Follow-Up payment of ranging between USD $10 million to USD $20 million when underground production exceeds on average of 2,250 tpd over 90 days and also once the streaming copper royalty (“Sprott Trigger Date”) reduces as per the Sprott streaming agreement. Calculation of this payment is subject to the following matrix:

The Proposed Transaction ensures that the Kombat Mine’s obligations under existing agreements, including the Sprott streaming agreement, will be appropriately addressed as part of the closing of the Proposed Transaction.

Next Steps

The completion of the Proposed Transaction is subject to the following milestones:

1. Definitive Agreements: A binding purchase agreement is being negotiated by the parties.
2. Shareholder Approval: A shareholder vote will be held to approve the transaction.
3. Regulatory Approvals: Including TSX Venture Exchange approval and Namibian regulatory consents.
4. Completion of Due Diligence: Horizon will complete its detailed review prior to closing.

Jed Richardson, CEO and Executive Chairman of Trigon Metals, commented: “We are pleased to make this step toward a successful transaction with Horizon. The Proposed Transaction is expected to realize significant value from the Kombat Mine in an expensive funding market while ensuring stability and continuity for the workforce at site. The influx of capital will position Trigon to advance exploration and development at our Addana and Kalahari projects, accelerating our next phase of growth as a Company. We also propose to return a meaningful portion of the proceeds from the Proposed Transaction back to the market in the form of share buybacks, dividends or a combination of the two, once the various transactional milestones are achieved.”

Trigon Metals Inc.

Trigon is a publicly-traded Canadian exploration and development company with its core business focused on copper and silver holdings in mine-friendly African jurisdictions. Currently, the company has operations in Namibia and Morocco. In Namibia, the Company holds a 100% interest in the Kalahari Copperbelt Project and an 80% interest in five mining licences in the Otavi Mountainlands where the Company operates the Kombat Mine. In Morocco, the Company is the holder of the Silver Hill and Addana projects, highly prospective copper and silver exploration projects.

Cautionary Notes

This news release may contain forward-looking statements. These statements include statements regarding the Loan Agreement, the Proposed Transaction, the Sprott Trigger Date, the Company’s strategies and the Company’s abilities to execute such strategies, the economic viability of the Kombat Mine, the Company’s ability to satisfy the conditions for the Proposed Transaction the Company’s expectations for the Kombat Mine, and the Company’s future plans and objectives. These statements are based on current expectations and assumptions that are subject to risks and uncertainties. Actual results could differ materially because of factors discussed in the management discussion and analysis section of our interim and most recent annual financial statements or other reports and filings with the TSX Venture Exchange and applicable Canadian securities regulations. We do not assume any obligation to update any forward-looking statements, except as required by applicable laws.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Contacts

Tom Panoulias, VP Corporate Development
+1 647 276 6002 x 1127
IR@trigonmetals.com
www.trigonmetals.com

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