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Apr 10, 2017

Trevali Mining Corporation Signs Agreement to Purchase Glencore's Rosh Pinah and Perkoa Zinc Mines and Completes $265 Million Bought-Deal Financing

Aarondeep (Aaron) S. Bains, Stephen Zolf, Aaron T. Collins, Barbara Worndl, Daniel Everall, Christopher F. Berrigan, Melanie Cole, Sherri M. Altshuler, Peter K. Czegledy and Thomas A. Fenton

On March 13, 2017, Trevali Mining Corporation (TSX:TV) (“Trevali”) entered into definitive agreements with Glencore PLC (“Glencore”) and certain of its subsidiaries to acquire a portfolio of zinc assets from Glencore (the “Acquisition”), 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, and an option to acquire 100% interest in the Heath Steele property in Canada for an aggregate purchase price of approximately US$400 million.

On March 29, 2017, Trevali completed its bought-deal private placement of 220,455,000 subscription receipts at a price of $1.20 per subscription receipt for aggregate gross proceeds of C$264,546,000 (the “Offering”). The Offering was conducted by a syndicate of underwriters led by BMO Capital Markets and including Scotia Capital Inc., TD Securities Inc., Eight Capital, National Bank Financing Inc., Paradigm Capital Inc., Cormark Securities Inc., GMP Securities L.P., Haywood Securities Inc., and Raymond James Ltd.

Trevali intends to use the net proceeds of the Offering, and from a new debt facility, to fund a portion of the cash consideration payable in connection with the Acquisition, to repay existing debt, and for general working capital purposes.

The Acquisition and the Offering are subject to a number of conditions, including shareholder approval and competition approval in Canada and Namibia. It is expected that the Acquisition will close on or about July 31, 2017.

Trevali is a zinc-focused, base metals mining company with two commercially producing operations in Peru and Canada.

Aird & Berlis LLP acted as counsel to Trevali Mining Corporation in connection with the Acquisition and the Offering with a team led by Tom Fenton and consisting of Peter Czegledy, Sherri Altshuler, Melanie Cole, Chris Berrigan, Daniel Everall (Corporate and Securities), Barbara Worndl (Tax), Aaron Collins (Banking), Stephen Zolf and Aaron Bains (Competition), Cristina Senese, Pavle Levkovic, Amy Marcen-Gaudaur and Timothy Jones (Articling Students).

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