THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES FOR DISSEMINATION IN THE UNITED STATES
VANCOUVER, British Columbia, June 09, 2025 (GLOBE NEWSWIRE) -- Atico Mining Corporation (the “Company” or “Atico”) (TSX.V: ATY | OTC: ATCMF) announces it is undertaking a rights offering to raise gross proceeds of up to approximately $5,336,592 (the “Rights Offering”) and concurrent offering under the listed issuer financing exemption to raise gross proceeds of up to approximately $3,200,000 (the “LIFE Offering”, and together with the Rights Offering, the “Offerings”), to bring the total amount raised by the Company to up to approximately $8,536,592. Directors and officers of the Company are expected to lead the financing and so long as room is available participate in one or both of the Offerings in a meaningful capacity.
Rights Offering
Pursuant to the Rights Offering, the Company will be offering 48,514,474 rights (the “Rights”) to certain holders (the “Shareholders”) of common shares in the capital of Atico (the “Common Shares”) at the close of business on the record date of June 16, 2025 (the “Record Date”) on the basis of 0.4 of a Right for each Common Shares held. Each one (1) whole Right will entitle the holder to subscribe for one (1) unit of the Company (a “Rights Unit”), at the subscription price of $0.11 per Rights Unit.
Each Rights Unit will consist of one Common Share and one transferable Common Share purchase warrant (a “Rights Warrant”), with each full Rights Warrant exercisable into one Common Share (a “Rights Warrant Share”) at a price of $0.18 per Rights Warrant Share for a period of two years from the issue date of the Rights Warrant.
Closing of the Rights Offering is subject to the receipt of all necessary approvals, including the approval of the TSX Venture Exchange (the “TSXV”).
Subject to final approval of the TSXV, the Common Shares will trade on the TSXV on an ex-rights basis. The Rights will trade on the TSXV under the symbol “ATY.RT”, commencing on June 16, 2025 and until 12:00 p.m. (Toronto time) on July 21, 2025.
The Rights will expire at 5:00 p.m. (Toronto time) (the “Expiry Time”) on July 21, 2025 (the “Expiry Date”), after which time unexercised Rights will be void and of no value. Shareholders who fully exercise their Rights under the basic subscription privilege will be entitled to subscribe for additional Rights Units, if available, as a result of unexercised Rights prior to the Expiry Time on the Expiry Date, subject to certain limitations as set out in the Company’s Rights Offering circular dated June 9, 2025 (the “Circular”), which will be filed on SEDAR+ under Atico’s profile at www.sedarplus.ca, along with the Notice of Rights Offering on Form 45-106F14 – Rights Offering Notice for Reporting Issuers (the “Notice”). The Notice and the Rights DRS advice/subscription will be mailed to Shareholders in the Eligible Jurisdictions (as defined below) as of the Record Date on or about June 16, 2025. The Company expects to close the Rights Offering on or about July 22, 2025 subject to the requirement of the TSXV that any personal information forms required to be filed in respect of the Rights Offering have been cleared.
The Rights will be offered to Shareholders resident in all provinces and territories of Canada (the “Eligible Jurisdictions”). Registered Shareholders in the Eligible Jurisdictions who wish to exercise their Rights must forward the completed subscription form, together with the applicable funds, to the rights agent, Computershare Trust Company of Canada (the “Rights Agent”), on or before the Expiry Time on the Expiry Date. Shareholders who own their Common Shares through an intermediary, such as a bank, trust company, securities dealer, or broker, will receive materials and instructions from their intermediary.
Upon completion of the Rights Offering and assuming all Rights are exercised, the Company will have 169,800,659 Common Shares outstanding, without giving effect to the subsequent exercise of any Rights Warrants, of which Common Shares issued under the Rights Offering will represent approximately 28.6% of the Company’s issued and outstanding shares.
Subject to the detailed provisions of the Circular, Rights certificates or DRS advises and subscription forms will not be mailed to Shareholders resident in the United States or otherwise outside of the Eligible Jurisdictions, unless such Shareholders are able to establish to the satisfaction of the Company that they are eligible to participate in the Rights Offering and provide such evidence to the Company and the Rights Agent of the same. Shareholders resident outside of Canada who qualify under a prospectus exemption may otherwise participate in the LIFE Offering (described below).
LIFE Offering
Concurrently with the Rights Offering, the Company intends to conduct the LIFE Offering of up to 29,090,910 units of the Company (the “LIFE Units”) at a price of $0.11 per LIFE Unit for gross proceeds of up to approximately $3,200,000. The total amount raised by the Company pursuant to the Rights Offering and the LIFE Offering will not exceed approximately $8,536,592.
Each LIFE Unit will consist of one Common Share and one transferable Common Share purchase warrant (a “LIFE Warrant”), with each full LIFE Warrant exercisable into one Common Share (a “LIFE Warrant Share”) at a price of $0.18 per LIFE Warrant Share for a period of two years from the issue date of the LIFE Warrant.
The LIFE Units will be issued pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 – Prospectus Exemptions, and the LIFE Units issued pursuant thereto, including the Common Shares and the LIFE Warrants, will not subject to any hold period. The LIFE Units may be issued in the United States pursuant to exemptions from the registration requirements in Regulation D of the U.S. Securities Act of 1933, as amended.
The LIFE Offering is scheduled to close on or about June 30, 2025, and completion of the LIFE Offering is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the approval of the TSXV.
In connection with the LIFE Offering, the Company may pay cash commissions or issue non-transferable Common Share purchase warrants (the “Finder Warrants”) to certain finders, equal to 6% of the gross proceeds of the LIFE Offering raised from subscriptions arranged by the finders. Each Finder Warrant will be exercisable for one Common Share at an exercise price of $0.18 for a period of two years following the closing date of the LIFE Offering.
Loan Refinancing
The Company is party to an amended and restated credit agreement with Trafigura PTE Ltd. (“Trafigura”) dated August 5, 2024, as further amended on April 8, 2025 (the “Credit Agreement”), for the principal sum of US$10 million. To date, the Company has repaid a total of US$1.3 million owed to Trafigura under the Credit Agreement. Pursuant to the Credit Agreement, US$8.7 million is due and payable to Trafigura on before June 30, 2025. The Company has received a non-binding proposal from Trafigura to amend and extend the Credit Agreement and, in parallel, is in ongoing discussions with multiple other potential lenders as an alternative refinancing option (in each case, the “Loan Refinancing”).
Use of Proceeds
The Company intends to use the net proceeds from the Offerings to pay for development of the Company’s La Plata project in Ecuador (the “La Plata Project”), additional drilling at the Company’s El Roble mine in Colombia (the “El Roble Mine”), and for general corporate purposes.
Additional Information
The LIFE Offering may involve “related parties” (as such term is defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transaction (“MI 61-101”)), and would therefore constitute a related party transaction under MI 61-101. The LIFE Offering will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to sections 5.5(b) and 5.7(1)(a) of MI 61-101, as the Company is not listed or quoted on any of the stock exchanges or markets listed in subsection 5.5(b) of MI 61-101, and the fair market value of the securities to be distributed and the consideration to be received for the securities under the LIFE Offering will not exceed 25% of the Company’s market capitalization.
Further details concerning the Rights Offering and the LIFE Offering, including details relating to the Loan Refinancing, are contained in the Notice and Circular for the Rights Offering, and the offering document for the LIFE Offering (the “LIFE Offering Document”, and together with the Notice and Circular, the “Offering Documents”), each of which will be available on the Company’s SEDAR+ profile at www.sedarplus.ca, and for persons outside of the United States, on the Company’s website at www.aticomining.com. Prospective investors should read these documents before making an investment decision.
This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This news release shall not constitute an offer to sell or the solicitation of an offer to buy any securities in the United States. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, or under any state securities laws in the United States, and such securities may not be offered or sold within the United States absent registration under U.S. federal and state securities laws or an applicable exemption from such U.S. registration requirements.
About Atico Mining Corporation
Atico is a growth-oriented Company, focused on exploring, developing and mining copper and gold projects in Latin America. The Company generates significant cash flow through the operation of the El Roble mine and is developing its high-grade La Plata VMS project in Ecuador. The Company is also pursuing additional acquisition of advanced stage opportunities. For more information, please visit www.aticomining.com.
ON BEHALF OF THE BOARD
Fernando E. Ganoza
CEO
Atico Mining Corporation
Trading symbols: TSX.V: ATY | OTCQX: ATCMF
Investor Relations
Igor Dutina
Tel: +1.604.729.5765
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
Cautionary Note Regarding Forward Looking Statements
This news release contains certain forward-looking information and forward-looking statements, as defined in applicable securities laws (collectively referred to herein as “forward-looking statements”). These statements relate to future events or the Company’s future performance. All statements other than statements of historical fact are forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of words such as “plans”, “expects”, “anticipates”, “believes”, “estimates”, “expects”, “confirm” and similar expressions, or the negatives of such words and phrases, or state that certain actions, events or results “may”, “could”, “would”, “should”, “might”, or “will” be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those anticipated in such forward-looking statements. The forward-looking statements in this news release speak only as of the date hereof or as of the date specified in such statement. Specifically, this news release includes, but is not limited to, forward-looking statements regarding: our expectations regarding the net proceeds of the Offerings; our expectations as to the level of insider participation in the Offerings; the use of proceeds from the Offerings, the completion of the Loan Refinancing (as defined herein); and the listing of the Rights, the Common Shares forming part of the Rights Units and LIFE Units, and the Common Shares issuable upon exercise of the Rights Unit Warrants and the LIFE Unit Warrants.
Inherent in forward-looking statements are risks, uncertainties and other factors beyond Atico’s ability to predict or control. These risks, uncertainties and other factors include, but are not limited to, risks associated with the Company’s outstanding debt, including amounts due and payable to each of Trafigura and Dundee Corporation (“Dundee”) on or before June 30, 2025 and December 30, 2025, respectively, or the ability to successfully negotiate to amend or extend the terms of the Credit Agreement (as defined herein) and the convertible debenture with Dundee; the availability and cost of funds; uncertainties relating to the closing of the Offerings, including delays in obtaining or failure to obtain required approvals to complete the Offerings; discretion in the Company’s use of available funds from the Offerings; the uncertainty associated with estimating costs to completion of the Offerings; risks relating to negative operating cash flows of the Company; dilution of the shareholdings of shareholders who do not exercise all of their Rights under the Rights Offering; irrevocability of the exercise of Rights by a shareholder; the possibility that the subscription price is not indicative of the Company’s value; if a shareholder fails to follow the subscription procedure and abide by the subscription deadline their subscription may be rejected; mining operations; market fluctuations in commodity prices; title risks and surface rights and access; changes in legislation; political instability; government or regulatory approvals; non-compliance with laws and regulations and compliance costs; environmental compliance; climate change; uninsured and uninsurable risks; water disposal, tailings and reclamation obligations; financing risks; risks associated with outstanding debt; global economic conditions; availability and costs of supplies; community relations; mineral reserve and mineral resource estimates; future production rates; labour relations; currency fluctuations; the Company may engage in hedging activities; infrastructure; exploration and development capital expenditures; social media and reputation; negative publicity; human rights; business objectives; concentrate sales risks; shortage of personnel; health and safety; pandemics, epidemics or infectious disease outbreak; physical security; conflicts of interest; claims and legal proceedings; information systems and cyber security; internal controls; violation of anti-bribery or corruption laws; competition; tax considerations; compliance with listing standards; enforcement of civil liabilities; financing requirement risks; market price volatility of Common Shares; and other risks and uncertainties related to the Company’s business and the Offerings, including those described in the Company’s public disclosure documents on SEDAR+ at www.sedarplus.ca. Readers are cautioned that the foregoing list of factors is not exhaustive of the factors that may affect the forward-looking statements. Actual results and developments are likely to differ and may differ materially from those expressed or implied by the forward-looking statements contained in this news release. Such statements are based on a number of assumptions which may prove to be incorrect, including but not limited to, (1) the completion of the Loan Refinancing; (2) the completion of the LIFE Offering; (3) the completion of the Rights Offering under certain thresholds, including the estimated costs thereof; (4) the Company’s ability to generate positive cash flows from ongoing operations at the El Roble Mine, including the ability to sell its mineral concentrates in inventory; (5) that all required third party contractual, regulatory and governmental approvals will be obtained for the development, construction and production of the Company’s properties, (6) there being no significant disruptions affecting operations, whether due to labor disruptions, supply disruptions, power disruptions, damage to equipment, non-renewal of title to the Company’s claims or otherwise, (7) permitting, development, expansion and power supply proceeding on a basis consistent with the Company’s current expectations, (8) currency exchange rates being approximately consistent with current levels, (9) certain price assumptions for copper, gold, zinc and silver, (10) prices for and availability of fuel oil, electricity, parts and equipment and other key supplies remaining consistent with current levels, (11) production forecasts meeting expectations, (12) the accuracy of the Company’s current mineral resource and reserve estimates, (13) labor and materials costs increasing on a basis consistent with the Company’s current expectations, (14) matters related to the ongoing dispute with the National Mining Agency in Colombia, and (15) general marketing, political, business and economic conditions.
Forward-looking statements may be affected by known and unknown risks, uncertainties and other factors including without limitation, those referred to in the Offering Documents that may cause Atico’s actual results, performance or achievements to be materially different from any of its future results, performance or achievements expressed or implied by forward-looking statements. All forward-looking statements herein are qualified by this cautionary statement. Accordingly, readers should not place undue reliance on forward-looking statements. The Company undertakes no obligation to update publicly or otherwise any forward-looking statements, whether as a result of new information or future events or otherwise, except as may be required by law. If Atico does update one or more forward-looking statements, no inference should be drawn that it will make additional updates with respect to those or other forward-looking statements, unless required by law.