(TSXV: TVC) (OTCQB: TVCCF) Three Valley Copper Corp.
(“
Three Valley Copper” or the
“
Company”) today announced that the Chilean
court’s response to the filing of a Judicial Restructuring
Procedure (“
JRP”) by Minera Tres Valles SpA
(“
MTV”), the Company’s 95.1% Chilean copper mining
subsidiary, is delayed.
MTV commenced reorganization proceedings by
filing a JRP in Chile on June 13, 2022, to seek protection from
creditors to give MTV a further opportunity to seek a long-term
financing solution to ensure MTV’s continuity of operations. This
is similar to filing for creditor protection under the Companies’
Creditors Arrangement Act in Canada.
The initial court order sought is expected to
provide a stay of creditor claims and the exercise of contractual
rights providing the necessary protection to allow MTV to continue
its focus on sourcing a long-term financial partner that will
encourage its creditors to restructure their debts leading to a
secure financial foundation to grow MTV’s business.
MTV has been notified that there is a procedural
delay in granting the court order and expects the Chilean courts to
issue the initial court order by the end of July 2022. If the
initial court order is not granted, it is expected that MTV could
be forced to liquidate or be sold, which could adversely impact the
Company’s ability to recover any or all of the Company’s investment
in MTV. The public company, Three Valley Copper, is expected to
continue as a going concern even if a liquidation event occurs at
MTV. If MTV is successful in restructuring its existing debt and in
sourcing additional financing, there will likely be a material
dilution to the Company’s ownership interest in MTV, including the
possibility that the Company would no longer hold majority control
of MTV.
To date, Anglo American Marketing Limited and a
fund managed by Kimura Capital (the “Senior
Lenders” to MTV) have not reached agreement between
themselves to further support MTV in the future nor has longer-term
capital been sourced. The Company remains in constant dialogue with
the Senior Lenders and discussions continue on how to best support
MTV with the goal of sourcing additional longer-term capital.
MTV has initiated a full care and maintenance
program with over half of its 200 direct employees being terminated
thus far and its underground contractor demobilized. MTV’s current
projections provide for its cash resources to be extended into
August 2022.
The Company will provide a further update on the
JRP as the application proceeds.
About Three Valley Copper
Three Valley Copper, headquartered in Toronto,
Ontario, Canada is focused on copper production from its primary
asset, Minera Tres Valles. Located in Salamanca, Chile, MTV is
95.1% owned by the Company and MTV's main assets are the Minera
Tres Valles mining complex and its 46,000 hectares of exploratory
lands. For more information about the Company, please visit
www.threevalleycopper.com.
Cautionary Statement Regarding Forward-Looking
Information
Certain statements in this news release, contain
forward-looking information (collectively referred to herein as the
"Forward-Looking Statements") within the meaning
of applicable Canadian securities laws. The use of any of the words
"expect", "anticipate", "continue", "estimate", "may", "will",
"project", "should", "believe", "plans", "intends" and similar
expressions are intended to identify Forward-Looking Statements. In
particular, but without limiting the foregoing, this news release
contains Forward-Looking Statements pertaining to: expected cash
flow and capital resources; ability of the Company to continue as a
going concern; expectations regarding the timing and grant of the
JRP and the affects of any potential order; and expectations
regarding debt restructuring and additional financing.
Although TVC believes that the Forward-Looking
Statements are reasonable, they are not guarantees of future
results, performance or achievements. A number of factors or
assumptions have been used to develop the Forward-Looking
Statements, including: the availability of certain consumables
(including water) and services and the prices for power, sulfuric
acid and other key supplies; expected labour and materials costs
and available supply; certain tax rates, including the allocation
of certain tax attributes, being applicable to MTV; the continued
availability of quality management; expected ability to repay the
indebtedness of MTV; the JRP is a procedure available to MTV; and
MTV will be able to maintain sufficient staff to continue
processing operations.
Actual results, performance or achievements
could vary materially from those expressed or implied by the
Forward-Looking Statements should assumptions underlying the
Forward-Looking Statements prove incorrect or should one or more
risks or other factors materialize, including: (i) possible
variations in grade or recovery rates; (ii) copper price
fluctuations and uncertainties; (iii) delays in obtaining
governmental approvals or financing; (iv) risks associated with the
mining industry in general (e.g., operational risks in development,
exploration and production; delays or changes in plans with respect
to exploration or development projects or capital expenditures; the
uncertainty of estimates and projections relating to mineral
reserves, production, costs and expenses; and labour, health,
safety and environmental risks) and risks associated with the other
portfolio companies' industries in general; (v) performance of the
counterparty to the ENAMI contract; (vi) risks associated with
investments in emerging markets; (vii) general economic, market and
business conditions; (viii) market volatility that would affect the
ability to enter or exit investments; (ix) commodity price and
foreign exchange fluctuations and uncertainties; (x) risks
associated with catastrophic events, manmade disasters, terrorist
attacks, wars and other conflicts, or an outbreak of a public
health pandemic or other public health crises, including COVID-19;
(xi) those risks disclosed under the heading "Risk Management" in
TVC’s Management’s Discussion and Analysis for the period ended
December 31, 2021; and (xii) those risks disclosed under the
heading "Risk Factors" or incorporated by reference into TVC’s
Annual Information Form dated March 3, 2021. The Forward-Looking
Statements speak only as of the date hereof, unless otherwise
specifically noted, and the Company does not assume any obligation
to publicly update any Forward-Looking Statements, whether as a
result of new information, future events or otherwise, except as
may be expressly required by applicable Canadian securities
laws.
Cautionary Note to United States
Investors Concerning Estimates of measured, indicated and inferred
mineral resources
This news release may use the terms "measured",
"indicated" and "inferred" mineral resources. Historically, while
such terms were recognized and required by Canadian regulations,
they were not recognized by the United States Securities and
Exchange Commission (the “SEC”). The SEC has
adopted amendments to its disclosure rules to modernize the mineral
property disclosure requirements for issuers whose securities are
registered with the SEC under the Securities and Exchange Act of
1934, as amended (the “Exchange Act”). These
amendments became effective February 25, 2019 (the “SEC
Modernization Rules”) with compliance required for the
first fiscal year beginning on or after January 1, 2021. The SEC
Modernization Rules replace the historical property disclosure
requirements for mining registrants that were included in SEC
Industry Guide 7, which will be rescinded from and after the
required compliance date of the SEC Modernization Rules. As a
result of the adoption of the SEC Modernization Rules, the SEC now
recognizes estimates of “measured”, “indicated” and “inferred”
mineral resources. In addition, the SEC has amended its definitions
of “proven mineral reserves” and “probable mineral reserves” to be
substantially similar to the corresponding Canadian Institute of
Mining, Metallurgy and Petroleum definitions, as required by NI
43-101. Investors are cautioned that "Inferred mineral resources"
have a great amount of uncertainty as to their existence, and as to
their economic and legal feasibility. It cannot be assumed that all
or any part of an inferred mineral resource will ever be upgraded
to a higher category. Under Canadian rules, estimates of inferred
mineral resources may not form the basis of feasibility or other
economic studies. United States investors are cautioned not to
assume that all or any part of measured or indicated mineral
resources will ever be converted into mineral reserves. United
States investors are also cautioned not to assume that all or any
part of an inferred mineral resource exists or is economically or
legally mineable.
For further information:
Michael StaresinicPresident and Chief Executive
OfficerT: (416) 943-7107E: mstaresinic@threevalleycopper.com
Renmark Financial Communications Inc.Joshua
Lavers: jlavers@renmarkfinancial.comT: (416) 644-2020 or (212)
812-7680www.renmarkfinancial.com
Source: Three Valley Copper Corp.
Neither the 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 news release.
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