Trigon Metals Inc. has completed the sale of its interest in the Kombat Mine and associated assets in Namibia, formally closing a transaction that marks the company’s exit from the asset and a strategic pivot towards copper exploration in Morocco.
The transaction, which was first announced in May 2025, was concluded under a share purchase agreement dated 27 May 2025 between Trigon and Kamino Minerals Limited, the purchaser, and Horizon Corporation Limited, an affiliate of the purchaser.
With the closing now complete, ownership and full operational control of the Kombat Mine will transfer to the purchaser, ending Trigon’s involvement in the Namibian operation.
Trigon said the closing followed a comprehensive process that included the signing of a definitive agreement, receipt of all required regulatory and shareholder approvals, and the satisfaction of customary closing conditions.
The transaction remains subject only to final approval by the TSX Venture Exchange.
Under the transaction structure, the purchaser acquired 100% of the shares in Kombat Streamco Corp., a newly formed Trigon subsidiary explicitly created for the transaction, and 100% of the shares in PNT Financeco Corp., the holding company for Trigon’s Namibian assets. The purchaser also acquired an intercompany loan of US$57.56 million owed by PNT to Trigon.
Total cash consideration for the transaction amounts to US$24 million.
This comprises a nominal payment of US$1.00 for the shares in Kombat Streamco Corp. and US$23,999,999 for the shares in PNT Financeco Corp. and the associated loan.
The cash consideration will be settled in eight equal instalments, with the first instalment payable on 4 April 2026 and the remaining seven instalments payable quarterly thereafter.
The purchase price is subject to adjustment for outstanding liabilities to Sprott and IXM S.A. at closing. These adjustments will be applied equally to the first four instalments.
In addition, the eighth and final instalment will be reduced and settled against a portion of the remaining Horizon loan.
Beyond the base consideration, Trigon will receive an additional production-based payment once underground operations at Kombat achieve processing of ore containing 4,500 tonnes of contained copper over 90 days.
This production payment will be made 30 days after the threshold is reached and will range from US$3.5 million to US$13 million, depending on the prevailing copper price.
Trigon has also been granted a 1.0% copper net smelter return royalty, payable on a per-invoice basis if the invoiced copper price exceeds US$4.00 per pound.
The royalty will be payable for up to 20 quarters, with up to eight allowable deferrals, and will be funded exclusively from Horizon’s equity ownership. Royalty payments will commence once the project produces 1,000 tonnes of copper metal in each of two consecutive calendar months.
As part of the overall consideration, the amount payable by Trigon to Horizon under an existing loan agreement has been reduced by US$3.98 million.
Before closing, Horizon had advanced loans totalling US$10.07 million to Trigon. Following the restructuring, the remaining Horizon loan stands at US$2.44 million, bears interest at 15% per annum, and is secured over all of Trigon’s assets.
The transaction also includes protective provisions for Trigon. If the purchaser defaults on any payment after a specified cure period, Trigon retains the right to reacquire the shares in both Kombat Streamco Corp. and PNT Financeco Corp. for nominal consideration, with the purchaser liable to pay a penalty of US$300,000.
Ahead of closing, Trigon completed a pre-closing reorganisation, which included transferring all rights and obligations under its Sprott streaming agreement to Kombat Streamco Corp., thereby releasing Trigon from associated security and guarantees. PNT Financeco Corp. also transferred its interest in Copperbelt Mineral Exploration (Pty) Ltd back to Trigon.
Trigon said the sale significantly strengthens its balance sheet and fully funds an aggressive exploration programme at its new flagship Addana copper project in Morocco.
The company believes Addana will define its next phase of growth as it transitions away from operations in Namibia.
Commenting on the transaction, Trigon chief executive officer and executive chairman Jed Richardson said the completion of the sale marked a new chapter for the company, allowing it to focus entirely on the Addana Project.
He also acknowledged Trigon personnel who worked at Kombat and are expected to continue under Horizon’s management, stating that the company remains proud of what was achieved at the mine.
In addition, the transaction triggered a finder’s fee payable to Brightmind Ventures Limited, which had been engaged to source potential participants in the transaction.
The fee totals approximately US$720,000, payable in five instalments beginning in April 2026, aligned with the receipt of the transaction instalments.
