Mr. Shawn Howarth reports
EXCELLON CLOSES ACQUISITION OF MALLAY SILVER MINE AND TRES CERROS GOLD/SILVER EXPLORATION PROPERTY IN PERU
Excellon Resources Inc. has closed the previously announced acquisition of all of the issued and outstanding shares of Minera CRC SAC, a Peruvian company that holds a 100-per-cent interest in the Mallay silver mine and the nearby Tres Cerros gold/silver exploration property, both located in the prolific Miocene metallogenic belt of central Peru.
Excellon has acquired a fully permitted, past-producing and potential near-term restart underground silver-lead-zinc mine with substantial existing infrastructure and exploration upside. The company will immediately begin the next phase of its growth strategy, focused on advancing restart plans at the Mallay mine and delineating high-sulphidation gold-silver mineralization at the Tres Cerros exploration property.
Transaction highlights:
- Mallay mine: a fully permitted underground silver-lead-zinc mine, historically operated by Compania de Minas Buenaventura SAA between 2012 and 2018, producing more than 18 million silver equivalent ounces during that period;
- Tres Cerros exploration property: a 2,000-hectare land package adjacent to the Mallay mine, encompassing a 2.5-kilometre-by-0.5-kilometre corridor of high-sulphidation gold-silver mineralization with coincident induced polarization and resistivity anomalies, representing a compelling bulk-tonnage exploration target;
- Infrastructure advantage: the Mallay mine site includes a flotation plant, underground development, tailings facilities and grid power access, representing over $115-million (U.S.) in historical capital investment, which was acquired for a fraction of the replacement cost;
- Near-term strategy: Excellon plans to initiate rehabilitation of the underground workings, confirmatory technical studies and near-mine drilling to support a restart decision within the next three to six months.
Shawn Howarth, president and chief executive officer of Excellon, commented: "After returning from the Mallay mine site and meeting with our operations and restart team, we are pleased with the condition of the existing infrastructure and the team's readiness to execute. We are confident that the underground rehabilitation can be completed within a four-month period, after which we will be positioned to make a production decision. This marks the beginning of a new chapter for Excellon as we decisively advance our goal of returning to silver production."
Next steps
The company will aggressively pursue a strategy that demonstrates not only the production potential at the Mallay mine, but also the significant exploration potential through several identified near-mine and regional exploration targets. Near-term initiatives include:
- Completion of a mineral resource estimate for the Mallay mine, incorporating an updated block model based on historical information, which is currently under way;
- Initiation of site rehabilitation, including mobilization of the site team and reopening access at the 4,150 and 4,090 levels;
- Once mine rehabilitation is complete, commencement of near-mine drilling at the Mallay mine to expand mineralization;
- Concurrent with the mine reopening, exploration of high-priority near-mine targets adjacent to the Mallay mine, including the Pierina vein system, an area of gold mineralization developed by Buenaventura which remains underexplored;
- Advance surface mapping at the Tres Cerros exploration property.
Acquisition consideration and financing
The acquisition was completed pursuant to a third amended and restated share purchase agreement dated April 29, 2025, originally dated Oct. 31, 2024, between the company and Adar Mining Corp., and an agreement of purchase and sale dated March 10, 2025, between Adar, as purchaser, and Premier Silver Corp. and 1267104 B.C. Ltd., as vendors, as assigned by Adar to the company. Pursuant to the purchase agreement, Excellon acquired all of Adar's interest in the Adar/Premier purchase agreement and all of the indebtedness, liabilities and obligations owing by Premier or 126 to Adar in consideration for: (i) an aggregate amount of $1,565,000 (U.S.) in upfront cash payments, which the company paid to Adar in four separate tranches; (ii) an aggregate amount of $650,000 (U.S.) in cash bridge payments, which were payable to Adar or Minera CRC in three separate tranches; (iii) the issuance by the company of 16,151,711 common shares in the capital of the company, which common shares were issued to various arm's-length parties at the direction of Adar; and (iv) the entering into of the transaction documents (as defined below). The bridge payments will become repayable by Adar to the company by way of set-off against deliveries required to be made by the company pursuant to the stream agreement (as defined below).
Under the Adar/Premier purchase agreement, the company, as the assignee of Adar, acquired from Premier and 126 the Minera shares in consideration for: (i) $10 (U.S.) in cash payable to 126; (ii) the cancellation and release of all of the Adar debt; (iii) the entering into of a stream revenue-sharing agreement between Adar and Premier; and (iv) the issuance of 1,713,062 common shares by the company to Premier. The Adar/Premier purchase agreement was approved by the Supreme Court of British Columbia on March 14, 2025, pursuant to an approval and vesting order granted in connection with insolvency proceedings in respect of Premier and 126.
Pursuant to the purchase agreement, the company entered into the following agreements: (i) a back-in right agreement with Adar and M4G LLC, providing for the sale of an up-to-49-per-cent interest in the Tres Cerros exploration property at a back-in option exercise price of 1.5 times attributable historical expenditures incurred following completion of the acquisition multiplied by its pro rata share; (ii) royalty agreements with Minera CRC and Adar, providing for a 1.0-per-cent net smelter return royalty and an existing 2-per-cent royalty purchase option; and (iii) a stream agreement with Minera CRC and Adar, providing for a 5-per-cent to 8-per-cent zinc and lead metal stream.
The common shares issued in connection with the acquisition are subject to a four-month hold period pursuant to applicable Canadian securities laws, which will expire on Oct. 24, 2025. In addition, recipients of the Adar directed common shares are subject to a contractual lock-up period of 12 months, which will expire on June 23, 2026. The acquisition has received final acceptance of the TSX Venture Exchange.
Following the closing of the acquisition, Excellon has 239,341,078 common shares issued and outstanding on a non-diluted basis.
Qualified person
Steven L. Park, MSc, CPG, an independent consulting geologist and a qualified person within the meaning of National Instrument 43-101 (Standards of Disclosure for Mineral Projects), has reviewed and approved the scientific and technical information related to the Tres Cerros exploration property in this news release.
Paul Keller, chief operating officer of the company and a qualified person within the meaning of National Instrument 43-101 (Standards of Disclosure for Mineral Projects), has reviewed and approved the scientific and technical information related to the Mallay mine in this news release.
About Excellon Resources Inc.
Excellon's vision is to realize opportunities through the acquisition and advancement of quality precious and base metal assets, leveraging an experienced management team for the benefit of its employees, communities and shareholders. The company is focused on the potential restart of the Mallay silver mine in Peru. Excellon also holds a portfolio of exploration-stage projects, including Kilgore, an advanced gold project in Idaho, and Silver City, a high-grade epithermal silver district in Saxony, Germany, providing additional growth upside.
We seek Safe Harbor.
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