October 26, 2022, Vancouver, B.C. – Bear Creek Mining Corporation (“Bear Creek” or the “Company”) (TSXV: BCM) (OTCQX: BCEFK) (BVL: BCM) announces that it has reached a Heads of Agreement (“HOA”) with Equinox Gold Corp. (“Equinox Gold”) to amortize over a two-year period the payment of the final $25 million purchase price installment for the Mercedes Gold Mine (“Mercedes”) in Sonora, Mexico. Pursuant to the agreement to acquire Mercedes, this payment, as previously amended, was due to be made on October 26, 2022 (see Bear Creek news releases dated December 17, 2021, April 21, 2022 and October 24, 2022).
The HOA provides for converting the payment into a promissory note (the “Note”) with a maturity date (the “Maturity Date”) of October 21, 2024 and monthly principal and interest payments commencing in February 2023. Terms of the Note are:
|Principal Amount||US $25 million|
|Maturity Date||October 21, 2024|
|Interest Rate||12.5% plus the greater of 2.5% or the 90-day average SOFR|
|Monthly Payments||The greater of US $500,000 or 50% of Free Cash Flow|
Anthony Hawkshaw, CEO of Bear Creek, states, “Granting this Note provides the Company an opportunity to align the final Mercedes payment to the cash flow generated from the mine. We would like to thank Equinox Gold for allowing us to make this payment in a manner that avoids equity dilution. The Mercedes improvement program is delivering positive results and we expect gold production and free cash flow to increase as these improvement initiatives are implemented.”
The Company may prepay, without penalty, any portion of the Note at any time prior to the Maturity Date. The Note will be secured by a first lien (pari passu with certain security held by Bear Creek’s existing creditors) and certain second lien pledges of Bear Creek’s equity interests in the holding companies through which Bear Creek holds the Mercedes mine and the Corani project.
In addition to the Note, Bear Creek will grant Equinox Gold warrants (“Warrants”) to acquire up to 5 million common shares of the Company. The Warrants may be converted at any time for a three-year period starting six months after being granted at a 15% premium to the 5-day volume weighted average price of the shares on the grant date.
Issuance of the Note and the Warrants are subject to completion of definitive documentation and approval of the TSX Venture Exchange (“TSX-V”).
On behalf of the Board of Directors,
Chief Executive Officer
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Cautionary Statement Regarding Forward-Looking Information
This news release contains forward-looking statements regarding: finalizing documentation in respect of the Note; issuing the Warrants; TSX-V approval of the Note and the Warrants; expectations regarding production and cash flow improvements resulting from the Mercedes improvement program; and the ability of the Company to meet interest and principal repayment obligations under, or prepay, the Note. These forward-looking statements are provided as of the date of this news release and reflect predictions, expectations or beliefs regarding future events based on the Company’s beliefs at the time the statements were made, as well as various assumptions made by and information currently available to them. In making the forward-looking statements included in this news release, the Company has applied several material assumptions, including, but not limited to the assumptions: that the Note and Warrants will be approved by the TSX-V and issued as expected; and that the Mercedes improvement program will result in increased gold production. Although management considers these assumptions to be reasonable based on information available to it, they may prove to be incorrect. By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and the risk exists that estimates, forecasts, projections, and other forward-looking statements will not be achieved or that assumptions on which they are based do not reflect future experience. We caution readers not to place undue reliance on these forward-looking statements as a number of important factors could cause the actual outcomes to differ materially from the expectations expressed in them. These risk factors may be generally stated as the risk that the assumptions expressed above do not occur, but may include additional risks as described in the Company’s latest Annual Information Form, and other disclosure documents filed by the Company on SEDAR. The foregoing list of factors that may affect future results is not exhaustive. Investors and others should carefully consider the foregoing factors and other uncertainties and potential events. The Company does not undertake to update any forward-looking statement, whether written or oral, that may be made from time to time by the Company or on behalf of the Company, except as required by law.
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.