Trevali Mining Corporation  (TSX:TV) (LMA:TV) (OTCQX:TREVF) (FRANKFURT:4TI) announces it has completed the acquisition of a portfolio of zinc assets from Glencore PLC and certain of its subsidiaries, including an 80% interest in the Rosh Pinah mine in Namibia a 90% interest in the Perkoa mine in Burkina Faso an effective 39% interest in the Gergarub project in Namibia, an option to acquire 100% interest in the Heath Steele project in Canada including certain related exploration properties and assets. The aggregate purchase price for the Assets of US$417.86 million is comprised of cash consideration of US$245.21 million and an aggregate of 193,432,310 common shares in the capital of the Company at a deemed price of C$1.20 per Common Share.

The Cash Consideration was funded through a combination of: (i) the proceeds of the previously announced bought deal private placement of subscription receipts conducted by a syndicate of underwriters led by BMO Capital Markets and including Scotia Capital Inc., TD Securities Inc., Eight Capital, National Bank Financial Inc., Paradigm Capital Inc., Cormark Securities Inc., GMP Securities L.P., Haywood Securities Inc., and Raymond James Ltd. and (ii) advances under a US$160-million senior secured term loan and a US$30-million senior secured revolving working capital loan in each case made available to the Company by The Bank of Nova Scotia and SG Americas Securities LLC, as co-lead arrangers and joint bookrunners, and The Bank of Nova Scotia, Société Générale, Export Development Canada, HSBC Bank Canada and The Toronto-Dominion Bank, as lenders. The Facility bears interest on a sliding scale: (i) at a rate of LIBOR plus between 3.00 percent to 4.00 percent or (ii) at a base rate plus between 2.00 percent to 3.00 percent and includes standard and customary finance terms and conditions including with respect to fees, representations, warranties, covenants and conditions precedent to additional draws under the Revolving Facility. In addition to funding a portion of the Cash Consideration, a portion of the Term Facility was used to refinance debt obligations of Trevali’s wholly-owned subsidiary, Trevali Peru S.A., owing to Glencore and its affiliates.

As part of the Transaction and as announced by the Company on March 29, 2017 (see news release TV-NR-17-07) a total of 220,455,000 Subscription Receipts were issued, including 28,755,000 Subscription Receipts as a result of the Underwriters’ full exercise of an underwriters’ option, for gross proceeds of C$264,546,000, of which C$53.91 million was used to redeem Trevali’s 12.5% senior secured notes due May 30, 2019 in full. The Subscription Receipts were distributed by way of a private placement in each of the provinces and territories of Canada, in the United States pursuant to applicable exemptions, and in certain international jurisdictions pursuant to the Subscription Receipt Offering. As of August 31, 2017, the escrow release conditions for the Subscription Receipt Offering have been satisfied and the Subscription Receipts will convert into 220,455,000 Common Shares with no further action on the part of the holders of the Subscription Receipts.

“We are very pleased to finalize our acquisition of the Rosh Pinah and Perkoa zinc mines, which marks a truly transformational event for Trevali shareholders by establishing the Company as a multi-asset, top-10 global zinc producer,” stated Dr. Mark Cruise, President and Chief Executive Officer of Trevali. “These assets complement our successful Santander and Caribou mines and provide significant upside to shareholders in this strengthening macro-zinc environment through scale of production as well as an attractive package of exploration ground. All of the deposits remain open for expansion and active resource expansion programs are in progress. Additionally, we welcome Glencore as a key strategic shareholder in Trevali, expanding on the strong, proven business relationship we’ve enjoyed since 2010 at our Santander operation.”

As previously disclosed, subject to certain conditions set out in an investor rights and governance agreement Glencore has been granted certain board nomination rights, the right to participate in future equity offerings by the Company to maintain its pro rata ownership in Trevali and consent rights on any future material asset sales. Pursuant to the Investor Rights and Governance Agreement, Glencore has agreed to a 36-month standstill and to hold the Share Consideration for a period of at least 24 months following the closing of the Transaction. The Standstill prohibits Glencore from taking certain specified actions without Trevali’s approval, including, among other things, launching a takeover bid or increasing its ownership in Trevali.

Given the transformational nature of the Transaction, including corporate base metal growth strategy, Trevali is implementing a new succession planning and board renewal policy to ensure Trevali’s Board of Directors is comprised of individuals with a broad range of experience and expertise necessary for the Board to carry out its mandate effectively. As the first part of this strategy, the Board has been expanded from seven members to eight members with the appointment of Glencore representative Dan Myerson to the Board. Following the addition of Mr. Myerson to the Board, five of the eight Board members are independent.

Dan Myerson currently manages Glencore’s Canadian zinc business. Mr. Myerson has worked closely with Trevali at both the corporate and operations level, specifically facilitating technical support to its Caribou operations.

Summary of the Transformative and Strategic Acquisition

With the closing of the Transaction, Trevali has added additional high-quality zinc production to its existing portfolio and has expanded its asset and geographic diversification, creating a global top-10 zinc producer with one of the highest zinc leverage ratios (as a percentage of revenue).

• Creates a premier publicly-traded, pure-play intermediate-sized zinc producer;
• More than doubles Trevali’s production, from the Caribou and Santander mines, to approximately 410 million payable lbs. of annual zinc output, positioning the Company as a top-10 global zinc producer;
• Maintains an attractive cash-cost profile with increased leverage to zinc;
• Refinanced balance sheet significantly reduces cost of capital and increases covenant flexibility to pursue M&A opportunities;
• Further builds on Trevali’s long-standing strategic relationship with Glencore, which is now a cornerstone Trevali shareholder;
• Diversifies the portfolio and creates a global platform to enable future growth; and
• Integrates Glencore’s industry-leading operating and management teams.

OVERVIEW OF THE ASSETS

Rosh Pinah Zinc Mine, Namibia

To view the figure associated with this release (Location map of Rosh Pinah zinc mine in Namibia), please click on the following link:

 http://media3.marketwire.com/docs/Trevali%20Images.pdf

• 2,000 tpd underground zinc-lead-silver mine, mill and sulphide flotation plant located in south-western Namibia, approximately 600-km south of Windhoek;
• Owned 80.08% by Trevali and 19.92% by Namibian Empowerment Companies;
• Zinc production since 1969 and expected to produce for more than 14 years;
• Mineralization remains open for expansion with exploration potential classified as excellent;
• 2017 total production guidance (based on 100%) of 100-105 million payable lbs of zinc;
• Mineral reserves and mineral resources:

Preliminary Q2-2017 Rosh Pinah production was 24.8 million pounds of payable zinc, 3.2 million payable pounds of lead and 67,997 payable ounces of silver. Recoveries averaged 86% for zinc, 67% for lead and 40% for silver. Mill throughput for the quarter was 164,320 tonnes.

Perkoa Zinc Mine, Burkina Faso

To view the figure associated with this release (Location map of Perkoa zinc mine in Burkina Faso), please click on the following link:

http://media3.marketwire.com/docs/Trevali%20Images.pdf

• 2,000 tpd underground zinc mine, mill and sulphide flotation plant located in the Sanguié Province of Burkina Faso, approximately 120-km west of the capital city of Ouagadougou;
• Owned 90% by Trevali and 10% by Government of Burkina Faso;
• One of the higher-grade zinc mines operating globally;
• In production since 2013 and expected to produce for more than 6 years;
• Mineralization remains open for expansion at depth with exploration potential classified as good-to-excellent;
• 2017 total production guidance (based on 100%) of 165-170 million payable lbs of zinc;
• Mineral reserves and mineral resources:

Preliminary Q2-2017 Perkoa mine production was 46.6 million pounds of payable zinc with an average recovery of 95%, a record quarter for Perkoa operations. Mill throughput for the quarter was 161,755 tonnes.

Qualified Person and Quality Control/Quality Assurance

EurGeol Dr. Mark Cruise, Trevali’s President and CEO, is a qualified person as defined by NI 43-101, and has supervised the preparation of the scientific and technical information that forms the basis for this news release. Dr. Cruise is not independent of the Company, as he is an officer, director and shareholder of the Company.

ADVISOR

BMO Capital Markets acted as financial advisor to the Company in connection with the Transaction. BMO Capital Markets also delivered an opinion to the Board, subject to the assumptions and limitations contained therein, as to the fairness, from a financial point of view, of the Cash Consideration and Share Consideration to be paid by the Company pursuant to the Transaction.

ABOUT TREVALI MINING CORPORATION

Trevali is a zinc-focused, base metals mining company with four commercially producing operations.

The Company is actively producing zinc concentrates from its wholly-owned Santander mine in Peru, the wholly-owned Caribou mine in the Bathurst Mining Camp of northern New Brunswick, its 80% owned Rosh Pinah mine in Namibia and its 90% owned Perkoa mine in Burkina Faso. Trevali also owns the Halfmile and Stratmat base metal deposits located in New Brunswick, that are currently undergoing a Preliminary Economic Assessment reviewing their potential development.