NOT FOR DISTRIBUTION IN THE UNITED STATES OR OVER UNITED STATES WIRE SERVICES
VANCOUVER, British Columbia–(BUSINESS WIRE)–Capstone Copper Corp. (“Capstone” or the “Company”) (TSX: CS) (ASX:CSC) and Orion Fund JV Limited, Orion Mine Finance Fund II LP and Orion Mine Finance (Master) Fund I-A LP (collectively, “Orion” or the “Selling Shareholders”) jointly announce the closing of the previously announced bought deal offering (the “Offering”) of common shares of Capstone (“Common Shares”) by a syndicate of underwriters co-led by RBC Capital Markets, National Bank Financial Inc. and Scotiabank, as joint bookrunners (collectively, the “Joint Bookrunners”), and including BMO Capital Markets, Canaccord Genuity Corp., and CIBC World Markets Inc. (collectively with the Joint Bookrunners, the “Underwriters”). Pursuant to the Offering, the Underwriters purchased, on a bought deal basis from the Company and Orion, a total of 68,448,000 Common Shares at a price of C$6.30 per Common Share (the “Offering Price”), which included the exercise in full of the Underwriters’ over-allotment option of 8,928,000 Common Shares from the Company, for aggregate gross proceeds under the Offering of C$431,222,400.
In connection with the Offering, 56,548,000 Common Shares were issued by the Company for gross proceeds to the Company of C$356,252,400 and 11,900,000 were sold by Orion for gross proceeds to Orion of C$74,970,000. The Company did not receive any proceeds from the secondary sale of Common Shares by Orion.
The net proceeds of the Offering received by Capstone will be used: (i) to advance near term growth initiatives in Chile, notably the Mantoverde Optimized Project and Santo Domingo detailed engineering; (ii) to advance expansionary exploration programs; and (iii) for general corporate and working capital purposes to provide additional balance sheet flexibility, all as further described in the Prospectus Supplement (as defined below).
The Offering was made by way of a prospectus supplement dated February 5, 2024 to the Company’s short form base shelf prospectus dated March 1, 2023 in all of the provinces and territories of Canada (other than Quebec) (the “Prospectus Supplement”) and offered in the United States to “qualified institutional buyers” pursuant to Rule 144A under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) and in those other jurisdictions outside Canada and the United States pursuant to exemptions from prospectus and registration requirements.
As part of the Offering, Orion has agreed, subject to certain limited exceptions, not to sell any Common Shares or other securities of Capstone for a period of 90 days from the closing of the Offering. The Company has also agreed, subject to certain limited exceptions, not to issue any Common Shares or other securities of Capstone for a period of 90 days from the closing of the Offering.
The securities under the Offering have not been, and will not be, registered under the U.S. Securities Act or the securities laws of any state of the United States and may not be offered, sold or delivered, directly or indirectly, in the United States (as such term is defined in Regulation S under the U.S. Securities Act), except pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. This news release does not constitute an offer to sell or solicitation of an offer to buy any of these securities in the United States or in any jurisdiction in which such offer, solicitation or sale is not permitted.
The 11,900,000 Common Shares sold by the Selling Shareholders in the Offering represented approximately 1.7% of the issued and outstanding Common Shares before giving effect to the Offering. Prior to the Offering, the Selling Shareholders beneficially owned an aggregate of 164,836,179 Common Shares, representing approximately 23.7% of the Company’s issued and outstanding Common Shares, on a non-diluted basis. Following the closing of the Offering, the Selling Shareholders, in the aggregate, beneficially own 152,936,179 Common Shares, representing approximately 20.3% of the outstanding Common Shares, on a non-diluted basis. The Common Shares were disposed of by the Selling Shareholders as a result of investment considerations including price, market conditions, availability of funds, evaluation of alternative investments and other factors. Each Selling Shareholder may, depending on market and other conditions, increase or decrease its beneficial ownership, control or direction over securities of Capstone.
This news release is issued pursuant to the early warning requirements of applicable Canadian securities laws which also requires an early warning report to be filed on www.sedarplus.ca containing additional information with respect to the foregoing matters. For inquires or a copy of the related early warning report in respect of the Selling Shareholders, please contact David Blassberger by telephone at 212-596-3491, or visit www.sedarplus.ca. The Selling Shareholders’ head offices are located at 1 Victoria Street, 7th Floor, Hamilton, HM 11, Bermuda.
ABOUT CAPSTONE COPPER CORP.
Capstone Copper Corp. is an Americas-focused copper mining company headquartered in Vancouver, Canada. We own and operate the Pinto Valley copper mine located in Arizona, USA, the Cozamin copper-silver mine located in Zacatecas, Mexico, the Mantos Blancos copper-silver mine located in the Antofagasta region, Chile, and 70% of the Mantoverde copper-gold mine, located in the Atacama region, Chile. In addition, we own the fully permitted Santo Domingo copper-iron-gold project, located approximately 30 kilometres northeast of Mantoverde in the Atacama region, Chile, as well as a portfolio of exploration properties in the Americas.
Capstone Copper’s strategy is to unlock transformational copper production growth while executing on cost and operational improvements through innovation, optimization and safe and responsible production throughout our portfolio of assets. We focus on profitability and disciplined capital allocation to surface stakeholder value. We are committed to creating a positive impact in the lives of our people and local communities, while delivering compelling returns to investors by sustainably producing copper to meet the world’s growing needs.
Further information is available at www.capstonecopper.com
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This document may contain “forward-looking information” within the meaning of Canadian securities legislation and “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 (collectively, “forward-looking statements”). These forward-looking statements are made as of the date of this document and the Company does not intend, and does not assume any obligation, to update these forward-looking statements, except as required under applicable securities legislation.
Forward-looking statements relate to future events or future performance and reflect our expectations or beliefs regarding future events. In certain cases, forward-looking statements can be identified by the use of words such as “anticipate”, “approximately”, “believe”, “budget”, “will”, “project”, “contemplate”, “estimate”, “expect”, “forecast”, “guidance”, “intend”, “plan”, “scheduled”, “target”, or variations of such words and phrases, or statements that certain actions, events or results “be achieved”, “could”, “may”, “might”, “occur”, “should”, “will be taken” or “would” or the negative of these terms or comparable terminology.
Forward-looking statements include, but are not limited to, statements with respect to the anticipated use of proceeds from the Offering and the Company’s strategy in respect of our mining and business operations.
By their very nature, forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such factors include, amongst others, risks related to inherent hazards associated with mining operations, future prices of copper and other metals, inflation, counterparty risks associated with sales of our metals, changes in general economic conditions, availability and quality of water, accuracy of Mineral Resource and Mineral Reserve estimates, operating in foreign jurisdictions with risk of changes to governmental regulation, compliance with governmental regulations and stock exchange rules, reliance on approvals, licences and permits from governmental authorities and stock exchanges and potential legal challenges to permit applications, impact of climate change and changes to climatic conditions at our operations and projects, risks relating to widespread epidemics or pandemic outbreaks, geopolitical events and the effects of global supply chain disruptions, uncertainties and risks related to the potential development of the Santo Domingo project, risks related to the Mantoverde Optimized Project, challenges to title to our mineral properties, environmental risks, maintaining ongoing social licence to operate, dependence on key management personnel and other risks of the mining industry as well as those risk factors and assumptions detailed in the Prospectus Supplement and from time to time in the Company’s continuous disclosure filings on SEDAR+ at www.sedarplus.ca.
Although the Company has attempted to identify important factors that could cause our actual results, performance or achievements to differ materially from those described in our forward-looking statements, there may be other factors that cause our results, performance or achievements not to be as anticipated, estimated or intended. There can be no assurance that our forward-looking statements will prove to be accurate, as our actual results, performance or achievements could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on our forward-looking statements.
Jerrold Annett, SVP, Strategy & Capital Markets
Daniel Sampieri, Director, Investor Relations & Strategic Analysis
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