Votorantim Metals Canada Inc. entered into a letter of intent to acquire Karmin Exploration Inc. (TSXV:KAR) from Larry M. Ciccarelli, Robert Ciccarelli, John A. Iannozzi, Alberto Aurelio Arias Davila and others on July 24, 2019. Votorantim Metals Canada Inc. entered into a definitive arrangement agreement to acquire Karmin Exploration Inc. from Larry M. Ciccarelli, Robert Ciccarelli, John A. Iannozzi, Alberto Aurelio Arias Davila and others for $59.6 million on August 26, 2019. As per the terms, Votorantim will acquire 76.7 million shares of Karmin at $ 0.770467 per share. The consideration is subject to the adjustments. In addition, Nexa Resources S.A., parent of Votorantim Metals, will provide to Karmin a $0.7 million demand loan to cover certain expenses of the transaction. Concurrently with the completion the transaction, Karmin shareholders will be issued, by way of dividend (the “Spinout”), a pro rata number of shares in a newly formed private company Kar Gold Inc. (“SpinCo”), a wholly-owned subsidiary of Karmin, that will hold 5.753 million shares of VI Mining PLC, which shares are currently held by Karmin and a contingent right to receive additional VI mining shares under certain conditions. Nexa intends to fund the consideration with cash on hand. Upon termination, Karmin will be required to pay Nexa a termination fee equal to $2.8 million. The transaction is subject to: (i) certain regulatory approvals; (ii) required at least 66 2/3% Karmin Shareholder approval; (iii) each of interim and final order of court of Queen’s Bench of Alberta in connection with the plan of arrangement; (iv) certain termination rights available to the parties and (v) other closing conditions, including, without limitation, the transfer by Karmin of certain of its assets and liabilities to SpinCo and the completion of the Spinout. Cash offer is not subject to a financing condition. As of August 26, 2019, the Karmin Board unanimously approved and recommends that the Karmin shareholders vote in favor of the transaction. As of October 16, 2019, Karmin shareholder approved the transaction. As of October 24, 2019, court of Queen’s Bench of Alberta approved the transaction. The transaction is expected to be completed in the fourth quarter of 2019. As of September 27, 2019, the transaction is expected to close in late October 2019. As of October 24, 2019, the transaction is anticipated to close on or about October 30, 2019. The transaction is expected to be accretive. CIBC World Markets, Inc. acted as financial advisor and fairness opinion provider, Ian Mitchell, France Tenaille, Ash Gupta, Ted Thiessen, and Jennifer Koschinsky of Gowling WLG (Canada) LLP acted as legal advisors and Marcelo Leonardo Cristiano and Helena Fernandes of Fraga, Bekierman & Cristiano Advogados acted as legal advisors to Karmin. Scotiabank acted as financial advisor, Ivan Grbesic of Stikeman Elliott LLP acted as legal advisor and Fabiane Ortiz and Sarah Cellim of Lefosse Advogados acted as legal advisors to Nexa. The Karmin Board has obtained a fairness opinion from CIBC Capital Markets. Computershare Investor Services acted as transfer agent to Karmin Exploration. Joao Stanisci of Ernst & Young Global Limited acted as financial advisor in the transaction. Votorantim Metals Canada Inc. completed the acquisition of Karmin Exploration Inc. from Larry M. Ciccarelli, Robert Ciccarelli, John A. Iannozzi, Alberto Aurelio Arias Davila and others on October 30, 2019.