Excellon Announces Agreement to Acquire Past Producing LA Negra MINE IN Mexico Acquisition of the LA Negra MINE IN All Share Transaction Company Plans to Restructure Convertible Debentures Adding Financial Flexibility Company Plans Subscription Receipt Private Placement to Finance Project Developmen
www.excellonresources.com
EXCELLON ANNOUNCES AGREEMENT TO ACQUIRE PAST PRODUCING
LA NEGRA MINE IN MEXICO
ACQUISITION OF THE LA NEGRA MINE IN ALL SHARE TRANSACTION
COMPANY PLANS TO RESTRUCTURE CONVERTIBLE DEBENTURES ADDING FINANCIAL FLEXIBILITY
COMPANY PLANS SUBSCRIPTION RECEIPT PRIVATE PLACEMENT TO FINANCE PROJECT DEVELOPMENT
Toronto, Ontario – January 9, 2023 – Excellon Resources Inc. (TSX:EXN, NYSE:EXN and FRA:E4X2)
(“Excellon” or the “Company”) is pleased to announce that it has entered into a definitive acquisition
agreement (the “ Agreement”) to acquire the permitted, past-producing La Negra Mine (“La Negra ”)
located in Querétaro State, Mexico from Dalu S. à r.l. (the “Seller”), an entity owned by an investment
fund managed by Orion Resource Partners (“Orion”) for aggregate consideration of US$50 million paid
through upfront payments totalling US$20m, payable in common shares of the Company , and a further
US$30m of deferred, contingent consideration payable in common shares of the Company or in cash at
the Company’s option, following the restart of commercial production (the “Acquisition”).
Concurrent with the execution of the Agreement, Excellon has entered into a binding term sheet with
holders representing approximately 6 6 2/3% of the principal amount of outstanding convertible
debentures (the “ Debentures”) to convert 25% of the Debentures into equity and reprice and extend
maturity of remaining principal outstanding upon closing the Acquisition , providing greater flexibility to
the Company.
La Negra Highlights:
• La Negra, a past producing mine with historical production averaging +3.0 million silver-equivalent
(“AgEq”) ounces (“oz”) annually1
• Brownfields site with permits to restart production, existing infrastructure including a 3,000 tonne
per day mill, mine development, camp facilities, all-season highway access and existing workforce
• Completed Preliminary Economic Assessment (“PEA”) with an effective date of March 31, 2022
supported by an NI 43-101 technical report (the “La Negra Technical Report”)2
• Indicated Mineral Resources of approximately 15.1 million oz AgEq and Inferred Mineral
Resources of approximately 41.8 million oz AgEq3
• PEA demonstrates a Post-tax NPV5% of US$132.4 million4
• Polymetallic production mix: 43% Ag, 26% Zn, 23% Cu, 7% Pb by NSR contribution3,4
• Near-term restart of La Negra: 12-18 month development plan de-risking mine restart
• New labour agreement in place, local workforce and communities strongly support a restart
• Local partner, Grupo Desarrollador Migo, S.A.P.I. de C.V. (“M Grupo”) to become key shareholder
in Excellon
1 Average annual production from 2013 to 2015 at throughput of approximately 2,500 tpd.
2 See Cautionary Statements regarding “Preliminary Economic Assessments” at the end of this news release. Refer also to the La Negra Technical Report, which will
be filed within 45 days of the date of this news release.
3 Mineral Resource Estimate effective as at March 31, 2022 prepared in accordance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects
("NI 43-101") of the Canadian Securities Administrators (“CSA”). See also Cautionary Statements on “Mineral Resources” and to “U.S. Readers” at the end of this
news release. Once filed, refer also to the La Negra Technial Report which, as noted, the Company expects to file under its profile at www.sedar.com within 45 days,
and will announce by news release upon such filing.
4 Long-term commodity price estimates used in analysis: US$22.00/oz Ag, US$1.15/lb Zn, US$3.60/lb Cu, US$0.95/lb Pb
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• Located in Querétaro, one of the most stable states to operate in Mexico
• Opportunities to expand current Mineral Resource estimates with multiple untested near-mine
exploration target areas
• Significant exploration potential along the regional structures controlling mineralization and
below unconstrained skarn bodies
Shawn Howarth, President and CEO commented , “Excellon has a long history of operational excellence
in Mexico. The acquisition of La Negra will be transformational for Excellon, with the goal of returning the
Company to producer status on an accelerated timeline. La Negra stands out as a permitted, near -term
restart opportunity capable of generating significant value. Our strategy is to restart the mine following
a 12-18 month de-risking process that we believe will position the Company for operational readiness by
early 2024. We also see significant upside potential in the currently defined Mineral Resource estimates,
which despite La Negra’s 50-year production history, remains relatively under-explored, and the system
remains open along strike and at depth. An infill drill program has been budgeted for and is considered
to be a critical component of longer-term success.”
Mr. Howarth added “The transaction further highlights the strengths each party is delivering in an all -
share deal. At Excellon, we believe that we have the management experience and operational know-how
to successfully restart La Negra. We are pleased that M Grupo, who has the in -country relationships at
the community, labour and government levels to support a seamless transition , will become a new
significant shareholder of the Company and a continuing local resource for La Negra. We are also excited
to be partnering with Orion as a nother new, significant shareholder and expected long-term strategic
supporter of the asset and the Company.”
A presentation on the Acquistion and La Negra is available on the Company’s website under
https://excellonresources.com/investors/presentations under a link entitled La Negra Acquisition. In
addition, the Company plans to file the La Negra Technical Report within 45 days of the date of this news
release and will announce such filing by news release.
Acquisition and Debenture Restructuring Highlights
• All-Share Acquisition of the La Negra Mine
o Up to US$50 million aggregate consideration, of which 60% will be paid to the Seller in respect of
the acquisition of all of the outstanding shares of the holding company of La Negra, and 40% will
be paid to M Grupo in satisfaction of the termination of ex isting joint venture arrangements
regarding La Negra.
o Orion previously entered into an agreement with its local joint venture partner, M Grupo , a
privately held, Querétaro -based infrastructure and construction company with a more than 30
year track record and long-standing in-state and national relationships, that specified that 40% of
the proceeds from a sale of La Negra would be for the account of M Grupo.
o Up front US$20 million payment will be paid 60% to the Seller in respect of the purchase of the
shares and 40% to M Grupo in satisfaction of the termination of the joint venture arrangements.
o Deferred payments of US$30m in the aggregate (payable in two tranches, as described below) ,
contingent on successfully achieving commercial production, payable to Orion and M Grupo on
the same 60% / 40% basis.
• Restructuring of the Debentures
o Conversion of C$4.5 million, or 25%, of the Debentures principal to equity upon closing the
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Acquisition at a conversion price of C$0.48 per Excellon Share
o Adjustment of conversion price for the remaining principal to C$0.535 per share
o Extension of maturity of remaining principal from July 30, 2023 to April 30, 2027
• Private placement for a minimum of US$10 million (the “Closing Private Placement”)
o Planned subscription receipt financing to provide development capital
o Proceeds to fund 12-18 month development plan and general corporate purposes
Excellon Restart Strategy for La Negra: 12 to 18-month Timeline
Excellon is targeting a restart timeline of 12 to 18 months for La Negra. While the Company believes there
is potential to optimize this timeline, critical work streams need to be completed prior to reassessing
restart timing.
La Negra is a prior producer that has historically operated at 2,500+ tpd throughput. A Preliminary
Economic Assessment (“ PEA”) was completed for the asset, with an effective date of March 31, 20222.
The PEA concluded there was adequate detail and information to support a positive economic outcome
and recommended restart of La Negra, particularly as this is a brownfields site with existing infrastructure,
equipment, development, operating permits and labour force.
A summary of the PEA conceptual life-of-mine (“LOM”) statistics is provided in the following table (and
additional detail is set out below under the heading “Summary of the PEA for La Negra”)2:
La Negra PEA Summary – LOM Statistics
Unit Value
Mine Life5 Years 7.4
LOM Tonnage kt 6,223
LOM Average Silver (Ag) Grade g/t 63
LOM Average Lead (Pb) Grade % 0.4
LOM Average Zinc (Zn) Grade % 1.5
LOM Average Copper (Cu) Grade % 0.4
LOM Process Rate tpd 2,500
Average Annual Payable Metal
Silver 000 oz 1,227
Lead 000 lbs 5,521
Zinc 000 lbs 19,126
Copper 000 lbs 4,262
Economics6
Restart Capital US$m $20.9
AISC7 US$/oz AgEq $12.95
Post-Tax NPV 5% US$m $132.4
Post-Tax NPV 7.5% US$m $119.0
5 Based on current Mineral Resource Estimate
6 AgEq calculated utilizing the metals price assumptions in the PEA and provided in the table under Economic Analysis below
7 All-in sustaining cost, or AISC, is a non-GAAP financial measures with no standardized meaning under IFRS and therefore, may not be comparable to similar measures
presented by other issuers. AISC for La Negra is a forward-looking non-GAAP financial measure without historical equivalents given the lack of recent operations at La
Negra.
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The following key areas need to be assessed to further advance the PEA and de-risk restart planning:
• Tailings management: The PEA contemplates construction of a filtered tailings facility to replace
historical hydraulic tailings deposition. Approximately 50% of the restart capital is allocated to
filtered tailings and conveyance.
• Infill drilling: The Company plans to undertake an infill drill program aimed to better define
mineralization scheduled for the initial three years of the current conceptual Life of Mine production
plan.
• Mine plan and equipment review: Explore opportunities for planning optimization, based on
information gathered during infill drilling and further assessment of mining equipment and
infrastructure at site.
• Processing analysis and metallurgical test work: The historical mill requires refurbishment to return
it to operational status. During this refurbishment period the Company will also undertake
metallurgical test work to explore opportunities to optimize metallurgical recoveries.
La Negra Mineral Resource Estimate3
The Mineral Resource estimate presented in the following table is derived from the La Negra Technical
Report and is effective as at March 31, 2022 and is reported at a base case cut -off grade of US$28/t net
smelter return (“NSR”) accounting for value from Ag, Pb, Zn and Cu, treatment and refining charges, and
penalties from arsenic (As) and iron (Fe).
A drill program was completed in 2021 consisting of 35 underground diamond drill holes totaling 9,800
metres. The global database contains 47,000 underground and surface drill hole assays.
The mineral resources have been estimated using Ordinary Kriging with assay data collected from
diamond drilling, channel sampling, and long-hole production sampling. Samples have been selected and
the block model has been defined by 35 mineral zone solids constructed via implicit modelling using a
mineral domain spatial cut-off of US$20/t as a general guide.
La Negra Mineral Resource Estimate3
Grade Contained Metal
Classification Tonnes
(m)
Ag
(g/t)
Zn
(%)
Cu
(%)
Pb
(%)
Ag
(m oz)
Zn
(m lbs)
Cu
(m lbs)
Pb
(m lbs)
Indicated 2.46 64.0 1.95% 0.50% 0.27% 5.1 105.8 27.1 14.6
Inferred 6.42 80.0 1.80% 0.40% 0.65% 16.5 254.8 56.6 92.0
See Cautionary Statements on “Mineral Resources” at the end of this news release. Mineral Resources are stated as undiluted. Quantity and grades are estimates
and are rounded to reflect the fact that the resource estimate is an approximation. NSR includes the following price assumptions: Ag US$20.0/oz, Pb US$0.90/lb,
Zn US$1.10/lb and Cu US$3.30/lb based on the Q3 2021 Q3 long-term forecasts provided by Duff & Phelps (D&P). NSR includes varying recovery with the averages
of 80% Ag, 68% Pb, 80% Zn, and 66% Cu
Detailed Terms of the Acquisition
Excellon has agreed to acquire all of the issued and outstanding shares of Minera La Negra, S.A de C.V.
(“MLN”), the Mexican company that holds title to La Negra. Excellon has agreed to pay an aggregate of
up to US$50,000,000 in connection with the purchase of MLN. Upon closing of the Acquis ition, Excellon
will issue the Seller and M Grupo an aggregate of 56,191,666 common shares of Excellon (“ Excellon
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Shares”) at a price of C$0.48 per Excellon Share (33,715,000 Excellon Shares to be issued to the Seller and
22,476,666 to be issued to a subsidiary of M Grupo) , for a deemed value of US$20,000,000 upon closing
of the Acquisition (the “Closing Date Consideration Shares”).
In addition, Excellon has agreed that it will pay aggregate deferred, consideration of US$30,000,000
through two payments (the “Deferred Consideration Payments”) to the Seller and M Grupo:
(a) within three days after the declaration of commercial production at the La Negra Mine, Excellon
will pay an aggregate of US$15,000,000 to the Seller and M Grupo; and
(b) twelve months after the declaration of commercial production at the La Negra Mine, Excellon will
make a further aggregate payment of US$15,000,000 to the Seller and M Grupo.
With respect to the Deferred Consideration Payments, 60% of such payments will be made to the Seller
and 40% will be made to M Grupo. The Agreement provides that commercial production at the La Negra
Mine will be achieved upon the restart of the La Negra mine and the associated plant and the production
of saleable concentrate for three consecutive months at 75% of the nameplate capacity of the plant.
Excellon may, at its sole election, satisfy either or both Deferred Consideration Payments by issuing
Excellon Shares at a price equal to the 20 -day volume-weighted average trading price f or the Excellon
Shares on the Toronto Stock Exchange (the “TSX”) ending on the day prior to the issuance of such Excellon
Shares, or in cash.
In connection with the Acquisition, Excellon, the Seller and M Grupo have agreed to terminate the Joint
Venture Agreement between the Seller and M Grupo (the “La Negra JV Termination ”) upon M Grupo’s
(or a subsidiary thereof) receipt of 40% of the Closing Date Consideration Shares and as mentioned above,
M Grupo will thereafter be entitled to similarly receive 40% of the Deferred Consideration Payments. As
a result of the Acquisiton, it is expected that Orion and M Grupo will become significant shareholders of
Excellon. Upon completion of the issuance of the Closing Date Consideration Shares, it is expected that
the Seller and M Grupo will hold approximately 26% and 17%, respectively, of Excellon’s then issued and
outstanding common shares, depending on the aggregate number of Excellon Shares issued pursua nt to
the Company’s anticipated Closing Private Placement.
In recognition of their significant anticipated holdings, the Company has agreed to enter into an investor
rights agreement with Orion and M Grupo upon closing of the Acquisition. The investor rights agreement
will, among other things, provide each of Orion and M Grupo with the right to nominate one qualifying
individual to the Board of Directors of the Company. The Company currently anticipates that Victor Flores,
a nominee of Orion, and Pablo Reynoso, a nominee of M Grupo, will be proposed for addition to the Board
of Directors of the Company at the special meeting of shareholders of Excellon to be called in connection
with the Acquisition (as further discussed below).
In addition, each of Orion and M Grupo will be provided with customary registration rights, participation
rights and the right to participate in a technical committee regarding La Negra. The investor rights
agreement will require that Orion and M Grupo vote in accordance with management proposals to
Excellon shareholders that are approved by the Company’s independent directors , other than in respect
of matters requiring supermajority approval , for a period of 18 months following closing of the
Acquisition.
The Excellon S hares issuable to Orion and M Grupo will also be subject to contractual restrictions on
transfer pursuant to the investor rights agreement. The Closing Date Consideration Shares will be subject
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to the following restrictions on resale: (i) 25% will be restricted for a period of twelve months from closing
of the Acquisition, (ii) an additional 25% will be restricted for a period of fifteen months from closing of
the Acquisition, and (iii) 50% will be restricted for a period of eighteen months from closing of the
Acquisition. Concurrent with the execution of the Agreement, the La Negra JV Termination will be
completed.
Completion of the Acquisition is subject to approval of the TSX. As the Excellon Shares to be issued in
connection with the Acquisition will exceed 25% of the issued and outstanding Excellon Shares and as the
Acquisition will result in Orion holding sufficient shares to materially affect control of Excellon (within the
meaning of applicable requirements of the TSX), approval by at least 50.1% of Excellon shareholders is
required under the TSX listing rules. Excellon expects to convene a special meeting of Excellon
shareholders to consider and approve the issuance of Excellon Shares in connection with the Acquisition
and related matters by April 15, 2023. Completion of the Acquisition is expected to occur on or before
April 30, 2023. Additional information regarding the Acquisition will be provided in the Company’s
management information circular in connection with the special meeting.
The Agreement and the transactions contemplated therein are subject to customary conditions for
transactions of similar size including receipt of Excellon shareholder approval, conditional listing approval
of the TSX , as well as the La Negra JV T ermination, completion of the Debenture restructuring , and
delisting of Excellon Shares from the NYSE American and deregistration with the U.S. Securities and
Exchange Commission which the Company has concurrently announced by separate news release.
The Board of Directors of Excellon has considered and unanimously approved the entering into the
Agreement and the completion of the transactions contemplated by the Agreement. Cormark Securities
Inc. has provided an independent fairness opinion to the Board of Directors of Excellon stating that, as of
the date of such opinion, and based upon and subject to the assumptions, limitations and qualifications
stated in such opinion, the consideration to be paid under the Acquisition is fair, from a financial point of
view, to Excellon.
Debenture Restructuring
The Company has entered into a binding term sheet with holders representing approximately 66 2/3% of
the aggregate principal amount of the Debentures outstanding, to restructure the Debentures based on
the following key terms:
• Conversion of C$4.5 million (25%) of the aggregate principal amount of the Debentures upon closing
of the Acquisition at a price of C$0.48 per Excellon Share
• Extension of the maturity date from July 30, 2023 to April 30, 2027
• Reprice the conversion price of the remaining principal to C$0.535 per share
• Interest rate of 6.5% (payable semi-annual in cash to maturity) or 10.0% payable in Excellon Shares,
at the Company’s election
• Option to call the Debentures at the Company’ s election after 12 months if the trading price of the
Excellon Shares is above C$1.50 for at least 20 consecutive trading days
• Option for the Debentureholders to put the Debentures to the Company for repayment in cash, on or
after December 31, 2025
• Issuance to current Debentureholders of 6.7 million warrants to purchase Excellon Shares, exercisable
at C$0.85 per share within 48 months
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In consideration for the Debenture amendments, Debentureholders will also receive one special warrant
per Debenture. The special warrants will, for a period of 60 months, entitle the holders to 22.5% (in the
aggregate) of the issued and outstanding common shares of the Excellon subsidiary holding the
Company’s Silver City project , which will be deemed to be automatically exercised for no additional
consideration, with no further action required by the holder upon a spin -out of suc h project by public
offering or other prescribed disposition or dissolution of such subsidiary or the project . Consent of the
holders of the special warrants will be required prior to any sale, transfer or other disposition of the
company holding the Silver City project or any sale, transfer or other disposition of all or substantially all
of its property or assets.
Completion of the Debenture restructuring is subject to approval of the TSX and approval of at least 66
2/3% of holders of the aggregate principal amount of Debentures outstanding , which is expected to be
obtained based on such percentage having signed the binding term sheet.
Planned Financing
Prior to closing of the Acquisition, Excellon intends to complete the Closing Private Placement for gross
proceeds of at least US$10 million. The Closing P rivate Placement is expected to be an offering of
subscription receipts, with proceeds being placed into escrow pending closing of the Acquisition. Proceeds
from the Closing Private Placement would be expected to be released from the subscription receipt
escrow upon closing of the Acquisit ion. Proceeds of the financing will be used to fund development
activities for the planned restart of mining operations at La Negra and for general corporate purposes.
Further details regarding the financing will be announced in due course once final terms have been
determined.
Summary of the PEA for La Negra2
The PEA was completed by an independent consultant with an effective date of March 31, 2022 and
prepared in accordance with NI 43-101.
La Negra Location and Background:
The La Negra Mine is located in the State of Querétaro, in Central Mexico. La Negra was first developed
by Industrias Peñoles S.A. de C.V. in the 1960s and achieved commercial production in 1971. Mining and
processing at La Negra proceeded to operate almost continuously since then as other deposits have been
discovered and developed.
The mine was closed in March 2020 due to the COVID-19 shutdown. During this period of care -and-
maintenance, a new labour contract was negotiated with the union and went into effect in April 2021, a
15-year extension to the land-use agreement was signed in July 2021 and a 9,800 metre drill program was
completed that formed the basis of an updated Mineral Resource Estimate.
La Negra has all the permits required to restart ope rations as contemplated by the PEA. An amendment
is required to the environmental impact statement in order to support filtered tailings deposition at the
primary tailings storage facility. It is expected the amendment will be completed prior to the restart of
the mine.
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Geology and Mineralization:
The La Negra property is located in the Sierra Gorda range, belonging to the Sierra Madre O ccidental
physiographic province. The main sedimentary host rocks consist of late Jurassic - Cretaceous carbonates
which were intruded by Eocene granodiorites along favo urable structural corridors leading to the
formation of skarn bodies.
The principal minerals at La Negra consist of sphalerite (marmatite), galena, and chalcopyrite, with silver
present in association with galena and as argentite and pyrargyrite.
Conceptual Mine Plan:
Mining is expected to be completed by way of long -hole open stoping, using a top -down approach.
Mineralized zones will be mined using existing mine infrastructure, supplemented by new drift and ramp
development, water handling and ventilation, as needed. Mine production is based on 2,500 tonnes per
operating day, or 842,500 tonnes per annum. All phases of mining, with the exception of haulage to
surface, will be carried o ut by experienced La Negra personnel, with haulage to the surface portal
anticipated to be managed by a local contractor.
Recommended stope geometry is 20 metres long by 20 metres high and 6 metres wide.
The mineral resource model 3 was adjusted to account for expected mining dilution as historically
achieved.
Overview of the La Negra Mineralization