Trigon Metals Announces Closing of Sale of Kombat MINE Interest to Horizon Corporation Limited
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TRIGON METALS ANNOUNCES CLOSING OF SALE OF KOMBAT MINE INTEREST TO
HORIZON CORPORATION LIMITED
TORONTO, ON – December 23, 2025 – Trigon Metals Inc. (TSX-V: TM; OTCPK: PNZTF) (“ Trigon”
or the “ Company”) is pleased to announce that it has completed the previously announced
transaction (the “ Transaction”) with Kamino Minerals Limited (the “ Purchaser”) and Horizon
Corporation Limited (“Horizon”), an affiliate of the Purchaser, for the sale of Trigon’s interest in
the Kombat Mine and associated assets to the Purchaser. The Transaction was completed
pursuant to a share purchase agreement (the “Share Purchase Agreement”) dated May 27, 2025
among Trigon, the Purchaser and Horizon. Please refer to the Company’s press release dated
May 29, 2025 for further details in respect of the Transaction.
This closing marks the culmination of a comprehensive process that included the signing of a
definitive agreement, receipt of the required regulatory and shareholder approvals, and the
satisfaction of customary closing conditions. With this Transaction now finalized, Trigon has
successfully transitioned ownership of the Kombat Mine to the Purchaser, which will assume full
operational control and management of the asset moving forward.
The completion of this sale significantly strengthens Trigon’s balance sheet and positions the
Company to advance exploration and development work at its new flagship copper project, the
Addana Project in Morocco (the “ Addana Project”). Proceeds from the sale ensure that the
Company is fully funded for an aggressive exploration program designed to unlock the value of
the Addana Project’s promising copper potential. The Transaction remains subject to the final
approval of the TSX Venture Exchange (the “Exchange”).
Jed Richardson, CEO and Executive Chairman of Trigon, commented: “This transaction marks an
exciting new chapter for Trigon. By completing the sale of the Kombat Mine, we are now fully
funded to focus our efforts on the Addana Project, a highly prospective copper asset in Morocco
that we believe will define the Company ’s next phase of growth. I want to thank all parties
involved in bringing this transaction to a successful close for their professionalism and
commitment. We also extend our sincere appreciati on and best wishes to all former Trigon
employees and personnel who will continue at the Kombat Mine under Horizon’s management.
We remain proud of what we accomplished together at Kombat and look forward to watching its
continued success.”
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Transaction Structure
The Transaction involved an acquisition by the Purchaser, an affiliate of Horizon, of: (a) 100% of
the shares in Kombat Streamco Corp., a newly-formed subsidiary of the Company formed for the
purposes of the Transaction (“ Trigon Ontario ”); and (b) 100% of the shares in PNT Financeco
Corp. (“PNT”), the holding company of the Company’s Namibian assets; and (c) an intercompany
loan owing by PNT to Trigon (the “PNT Loan”) in the amount of $57,560,875.
Consideration
The Purchaser will pay to Trigon a total purchase consideration of US$24,000,000 in cash (the
“Cash Consideration”) for the Transaction comprising: (a) US $1.00 for the shares in Trigon
Ontario; and (b) US$23,999,999 for the shares in PNT and the PNT Loan, subject to a purchase
price adjustment for outstanding liabilities owing to IXM S.A. and Sprott on closing (the “Purchase
Price Adjustment”). The Cash Consideration will be settled in eight equal instalments, with the
first instalment payable on April 4, 2026. The seven remaining instalments will be payable every
three months from the date of the first instalment. The Purchase Price Adjustment is equal to the
aggregate of (a) all amounts payable to Sprott under the Sprott Stream (as defined below) as of
the closing date, (b) the amounts owing to IXM S.A. on the closing date under the contract of sale
agreement dated November 16, 2021 between IXM S.A. and Trigon Namibia and (c) the balance
on the closing date of amounts owed by Trigon to IXM S.A. in respect of a cash advance previously
made by IXM S.A. to Trigon. The Purchase Price Adjustment shall be applied equally to the first
four instalment payments of the Cash Consideration. In addition, the eighth and final instalment
payment shall be reduced by and settled against a portion of the Remaining Horizon Loan (as
defined below), as further detailed below.
In addition, the Purchaser will make an additional cash payment (the “ Production Payment”) to
Trigon thirty days following the first date upon which the underground operations of the Kombat
Mine achieves ore production and processing of ore containing 4,500t of contained copper over
a 90 -day period . The Production Payment amount will be between US$3,500,000 and
US$13,000,000 and will be dependent on the price of copper.
As further consideration, Trigon was granted a royalty on the Project from Trigon Mining
(Namibia) (Pty) Ltd, the registered owner of the Project, of 1.0% of copper net smelter returns on
a per invoice basis, payable if the invoiced copper price on final invoicing is greater than $4.00
per pound (the “Royalty”) for up to 20 quarters with eight allowable deferrals. The Royalty is to
be paid exclusively from Horizon's equity ownership. Payments under the Royalty will commence
once the Project achieves copper metal production of 1,000 tonnes for each of tw o consecutive
calendar months.
As additional consideration, the amount payable by the Company to Horizon pursuant to a loan
agreement, between Trigon and Horizon dated December 12, 2024, as amended (the “Horizon
Loan”), shall be reduced by US$3,975,494, as further detailed below.
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Under the Share Purchase Agreement, if the Purchaser defaults on any payment to the Company,
following a specified cure period, the Company shall have the right to reacquire the shares of
Trigon Ontario and PNT for nominal consideration , and the Purchaser is required to pay to the
Company US$300,000 in penalties.
Pre-Closing Reorganization
Pursuant to the Share Purchase Agreement, prior to closing of the Transaction, the Company
completed, among others, the following steps:
• the Company transferred to Trigon Ontario all of Trigon’s rights and obligations under
Trigon’s stream agreement (the “Sprott Stream”) with Sprott Private Resource Streaming
and Royalty (B) Corp. and Sprott Mining Inc. (collectively, “Sprott”) and the Company was
released from all security and guarantees under the Sprott Stream; and
• PNT transferred to Trigon 100% of its interest in Copperbelt Mineral Exploration (Pty) Ltd.
The Horizon Loan and Additional Loan
Prior to the closing of the Transaction, Horizon advanced loans to the Company in an aggregate
amount of US$ 10,066,999 (inclusive of interest) pursuant to the Horizon Loan. Pursuant to the
Share Purchase Agreement, the amount payable by the Company to Horizon under the Horizon
Loan has been reduced to US$2,436,769 (inclusive of accrued interest as of the closing date) (the
“Remaining Horizon Loan ”). The Remaining Horizon Loan is comprised of an amount equal to
US$1,036,769 in principal ( inclusive of accrued interest ) (the “ Non-Project Loan Amount ”) and
an amount equal to US$1,400,000 in principal (inclusive of accrued interest ) (the “ Additional
Loan Amount ”). The Horizon Loan reduction included an amount equal to US$3,065,230
(inclusive of accrued interest) referred to as the “Project Loan Amount ” in the Share Purchase
Agreement.
The Remaining Horizon Loan bears interest at 15% per annu m. The Non -Project Loan Amount
matures on December 23, 202 6, provided that , if a Production Payment becomes payable by
Horizon to the Company pursuant to the SPA prior to such maturity date, the outstanding Non-
Project Loan Amount as of such date shall be applied and settled against the Production Payment.
The Additional Loan Amount shall mature on the date of payment of the eighth instalment of the
Cash Consideration and shall be applied and settled against such instalment payment. The
Remaining Horizon Loan is secured by a general security agreement over all the property, assets
and undertakings of the Company.
Conditions Precedent
Prior to closing, the Company satisfied all conditions precedent to closing of the Transaction
pursuant to the Share Purchase Agreement, including, among others, obtaining approval of its
shareholders, approval of the Namibian Competition Commission, consent of Sprott and
conditional approval of the Exchange.
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Finder’s Fees
On September 1, 2024, the Company entered into a finder agreement with Brightmind Ventures
Limited (“Brightmind”) (the “Finder Agreement”) pursuant to which Brightmind was engaged to
identify and source parties interested in participating in equity financings of the Company.
Pursuant to the terms of the Finder Agreement, completion of the Transaction triggered a cash
fee to be paid by the Company to Brightmind in the aggregate amount of approximate ly
US$720,000 (the “Finder Fee”), assuming all instalment payments are received by the Company
following closing of the Transaction . Due to the deferred nature of the instalment payments,
pursuant to the Finder Agreement, the Company shall pay the Finder Fee to Brightmind in five
instalments, with the first instalment payable on April 4, 2026 in the amount of US$173,550.72
and the remaining four instalments payable every three months thereafter in the amounts of
US$149,999.99, US$149,999.99, US$149,999.99 and US$96,449.30, respectively. Brightmind is an
arm’s length party to the Company, Horizon, the Purchaser and their associates and affiliates.
Trigon Metals Inc.
Trigon Metals Inc. is a publicly-trading Canadian exploration and development company with its
core focus on copper and silver holdings in mining -friendly African jurisdictions. The Company
holds the Kalahari Copperbelt Project in Namibia. In Morocco, the Company is advancing two
exploration projects; Addana, which hosts silver-bearing veins along with other metals, and Silver
Hill, a sedimentary copper prospect that has already undergone drilling.
Cautionary Notes
This news release may contain forward-looking statements. These statements include statements
regarding the transaction with Horizon, the integration of operations, the anticipated benefits of
the Transaction, the Company’s strategies following the Transaction, including in respect of the
Addana Project, and the Company’s abilities to execute such strategies, ability of the Company to
unlock the value of the Addana Project, the Company’s future plans and objectives, final approval
of the Exchange of the Transaction, payment by the Purchaser of instalment of the Cash
Consideration and timing thereof, amount of the Purchase Price Adjustment, payment and timing
of the Production Payment, payments under the Royalty, the Purchaser making the payments
required under the Share Purchase Agreement, the offset of Non-Project Loan Amount against the
Production Payment, the offset of Additional Loan Amount against the eighth instalment payment
and whether it will elect to pay penalties and return shares of Trigon Ontario and PNT in lieu of
such payments, and the Company’s ability to repay the Remaining Horizon Loan. 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 Exchange and applicable Canadian securities regulat ors. We do not assume
any obligation to update any forward-looking statements, except as required by applicable laws.
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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 ext. 1127
Website: www.trigonmetals.com