ADZN Adventus Mining Corporation

TORONTO, July 14, 2023 /CNW/ - Adventus Mining Corporation ("Adventus Mining" or the "Company") (TSXV: ADZN) (OTCQX: ADVZF) is pleased to provide a corporate update with regards to the final funding requirements for the El Domo - Curipamba copper-gold project located in central Ecuador ("El Domo" or the "Project").

Since February 2023, Adventus Mining has been engaged with a number of international mining and financing groups to explore strategic options for the development of El Domo, in addition to the previously announced financing secured from Wheaton Precious Metals Corp. ("Wheaton") and Trafigura Pte Ltd. ("Trafigura") (see news release dated January 17, 2022). The Adventus Mining management team and board of directors are continuing these discussions to evaluate and select the optimal advancement strategy for the Company's shareholders and the Project's stakeholders.

In the meantime, the formal consultation process for the Project led by the Government of Ecuador commenced in the second quarter of 2023, and full environmental licensing approval is still expected in the second half of 2023 (see news release dated June 1, 2023). Construction is expected to start immediately thereafter subject to final funding arrangements.

Adventus Mining has entered into a financing arrangement with Altius Minerals Corporation (TSX: ALS, "Altius"), whereby Altius has agreed to advance, and the Company has agreed to borrow, US$4 million (the "Altius Financing") by way of an unsecured convertible debenture (the "Debenture"). Interest will accrue at 10% per annum until the Debenture is repaid in full. The maturity date (the "Maturity Date") will be the earlier of December 31, 2023 and the date on which there is an event of default under the Debenture. Altius will have the right to convert, at any time, the outstanding principal amount under the Debenture into common shares in the capital of the Company (each, a "Common Share") at the then-current market price, subject to a minimum of two days notice. If the Debenture (including all accrued interest on the principal amount thereof) is not repaid in full on or prior to the Maturity Date, or converted into Common Shares, Altius will have the sole right to convert the outstanding indebtedness under the Debenture into a 0.63% net smelter royalty in respect of El Domo‎. A US$120,000 fee in favour of Altius will be paid by the Company upon closing of the financing transaction. Funding in respect of the Altius Financing is anticipated to be advanced on or around July 19, 2023, subject to funding being concurrent to the first draw under the Credit Facility with Trafigura (as discussed below), or such other date as the parties may agree, and is subject to approval of the TSX Venture Exchange (the "TSXV"). The use of proceeds is for El Domo project related expenditures, including permitting and pre-construction activities, and related general and administrative expenses.

Adventus Mining has delivered its first drawdown notice for US$5 million (the "First ‎Draw") under its existing US$45 million credit facility with Trafigura (the "Credit ‎Facility"), the terms of which were disclosed in the Company's news release dated August 4, 2022. Funding is anticipated to be completed on or around July 19, 2023. The remaining US$40 million will remain available to Adventus Mining for construction activities on the Project, ‎subject to certain conditions precedent. Pursuant to an amendment to the Credit Facility, should the Company not draw additional funds under the Credit Facility by June 30, 2024, the First Tranche will become payable. The use of proceeds of the First Draw is for El Domo project permitting and pre-construction expenditures.

In connection with the Credit Facility, an arrangement fee equal to 2% of the total amount available under the Credit Facility will be added to the principal amount owing with respect to the First Draw. In addition, an availability fee of 2% per annum is payable quarterly on the amounts which have not been drawn at any time until February 1, 2025.

The Company has agreed to amend (the "Amendment") the terms of 13.5 million common share purchase warrants of Adventus Mining issued to Trafigura concurrently to the entry into the Credit Facility (the "Lender's Warrants"). Each Lender's Warrant entitles the holder thereof to purchase one common share of Adventus Mining. Pursuant to the Amendment: (i) the exercise price of the Lender's Warrants will be C$0.448, representing the mean between $0.513 (the previous exercise price) and C$0.384 (a 25% premium to the 10-day volume weighted average trading price of the common shares of Adventus Mining on the TSXV immediately prior to July 10, 2023), and (ii) the expiry of the Lender's Warrants will be August 3, 2026. The Amendment is subject to final approval of the TSXV. All other terms of the Lender's Warrants will remain unchanged, such as the share price threshold accelerator provisions based on Adventus Mining's share price.

Adventus Mining's proposal to adopt a rolling 10% share ‎compensation plan amending and restating its previous share compensation plan (as amended and restated, the "2023 Amended and Restated Plan"), was approved at the annual meeting of the shareholders of Adventus Mining held on June 8, 2023.

The purposes of the adoption of the 2023 Amended and Restated Plan is to remove the maximum number of restricted share units (the "RSUs") issuable under Adventus Mining's previous share compensation plan and to comply with the amendments made by the TSXV to Policy 4.4 – Security Based Compensation. The removal of the maximum number of RSUs issuable under Adventus' previous share compensation plan allows Adventus Mining to increase the use of RSU awards in its long-term compensation strategy.

Adventus Mining Corporation is an Ecuador-focused copper-gold exploration and development company. Adventus Mining is majority owner of the 215 sq. km Curipamba copper-gold project, which has a completed feasibility study on the shallow and high-grade El Domo deposit. In addition, Adventus Mining is engaged in a country-wide exploration alliance in Ecuador, which has incorporated the Pijili and Santiago copper-gold porphyry projects to date. Outside of Ecuador, Adventus Mining owns an exploration project portfolio in Ireland with South32 Limited as the funding participant. Its strategic shareholders include Altius Minerals Corporation, Greenstone Resources LP, Wheaton Precious Metals Corp., and the Nobis Group of Ecuador. Adventus Mining is based in Toronto, Canada, and is listed on the TSXV under the symbol ADZN and trades on the OTCQX under the symbol ADVZF.

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

Forward-Looking Information

This release contains certain "forward looking statements" and certain "forward-looking information" as "defined under applicable Canadian and U.S. securities laws. Forward-looking statements and information can generally be identified by the use of forward-looking terminology such as "may", "will", "should", "expect", "intend", "estimate", "anticipate", "believe", "continue", "plans" or similar terminology. The forward-looking information contained herein is provided for the purpose of assisting readers in understanding management's current expectations and plans relating to the future. Readers are cautioned that such information may not be appropriate for other purposes.

Forward-looking statements relate to future events or future performance and reflect Adventus Mining's expectations or beliefs regarding future events. Forward-looking statements include, but are not limited to: the discussions regarding strategies for the development of El-Domo; the adoption of a strategy and the timing thereof; the obtaining of environmental licensing approval for the El-Domo and the timing thereof; the start of construction at El Domo and the timing thereof;‎ the completion of the Altius Financing and the timing thereof; the intended use of proceeds in respect of the Altius Financing; the receipt of TSXV approval in respect of the Altius Financing; the completion of the First Draw and the timing thereof; the intended use of proceeds of the First Draw; the availability and intended use of the Additional Tranches; the expiry term of the Warrants; the receipt of TSXV approval for the Amendment and the timing thereof; the increase of the use of RSU awards in the Company's long-term compensation strategy‎. By their very nature, forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such factors include, amongst others, risks related to the exploration, development, production, recoveries and other anticipated or possible future developments at El Domo, including, without limitation, that exploration, development and production activities will not occur or be as anticipated and that environmental licensing will not be approved; failure to obtain the environmental licensing approval for the El-Domo and to start construction; that the First Draw may not be completed at all or as planned; failure to receive TSXV approval for the Amendment, including the amended exercise price and expiry date; failure to use the RSU awards in the Company's long-term compensation strategy; and general economic, business and political conditions‎.

Forward-looking information are based on management of the parties' reasonable assumptions, estimates, expectations, analyses and opinions, which are based on such management's experience and perception of trends, current conditions and expected developments, and other factors that management believes are relevant and reasonable in the circumstances, but which may prove to be incorrect. Such factors, among other things, include: business integration risks; fluctuations in general macroeconomic conditions; fluctuations in securities markets; fluctuations in spot and forward prices of copper or certain other commodities; change in national and local governments, legislation, taxation, controls, regulations and political or economic developments; risks and hazards associated with the business of mineral exploration, development and mining (including environmental hazards, industrial accidents, unusual or unexpected formations pressures, cave-ins and flooding); discrepancies between actual and estimated metallurgical recoveries; inability to obtain adequate insurance to cover risks and hazards; the presence of laws and regulations that may impose restrictions on mining; employee relations; relationships with and claims by local communities and indigenous populations; availability of increasing costs associated with mining inputs and labour; the speculative nature of mineral exploration and development (including the risks of obtaining necessary licenses, permits and approvals from government authorities); and title to properties.

Adventus undertakes no obligation to update forward-looking information except as required by applicable law. Such forward-looking information represents management's best judgment based on the information currently available. No forward-looking statement can be guaranteed and actual future results may vary materially. Accordingly, readers are advised not to place undue reliance on forward-looking statements or information.

Please also visit the Adventus Mining website at www.adventusmining.com.

SOURCE Adventus Mining Corporation