NOT FOR DISTRIBUTION IN THE UNITED STATES OR
OVER UNITED STATES WIRE SERVICES
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 that Orion
has entered into a block trade agreement (“BTA”) with Macquarie
Capital (Australia) Limited, Canaccord Genuity (Australia) Limited
and RBC Capital Markets (Australia) under which Orion has agreed to
sell 62,400,000 CHESS depository interests (“CDIs”) over the common
shares of Capstone (“Common Shares”) (or the equivalent of
62,400,000 fully paid common shares of Capstone) at a price of
A$9.50 per CDI (the “Sale Price”), for gross proceeds to Orion of
approximately A$592,800,000 (the “Secondary Offering”). The
Secondary Offering is expected to close on or about April 9, 2024
(Pacific Time).
The net proceeds of the Secondary Offering will be paid directly
to the Selling Shareholders. The Company will not receive any
proceeds from the Secondary Offering.
In connection with the Secondary Offering, the Company will file
a prospectus supplement (the “Prospectus Supplement”) to the
Company’s short form base shelf prospectus dated March 28, 2024
(the “Shelf Prospectus”) in all of the provinces and territories of
Canada. Under the terms of the BTA, there are no CDIs being offered
pursuant to the Prospectus Supplement and the Shelf Prospectus in
any of the provinces and territories of Canada.
CDIs will be offered to certain eligible investors in Australia,
and certain other foreign jurisdictions where the distribution of
CDIs does not require a prospectus, registration, reporting or
similar requirements of securities of laws of any jurisdiction. As
part of the Secondary 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 date of the
BTA. The Selling Shareholders currently hold an aggregate of
152,936,179 Common Shares1, representing approximately 20.3% of the
Company’s issued and outstanding Common Shares. Following the
closing of the Secondary Offering, the Selling Shareholders will,
in the aggregate, beneficially own 90,536,179 Common Shares,
representing approximately 12.0% of the outstanding Common
Shares.
The securities under the Secondary Offering have not been, and
will not be, registered under the United States Securities Act of
1933, as amended (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 the offering or sale
is not permitted.
The Prospectus Supplement will be filed on the SEDAR+ website
maintained by the Canadian Securities Administrators at
www.sedarplus.ca on or before April 8, 2024 and released on the
ASX.
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 ("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, the
completion of the Secondary Offering.
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.
1 62,400,000 of which are held in the form of CDIs.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240405939130/en/
Jerrold Annett, SVP, Strategy & Capital Markets 647-273-7351
jannett@capstonecopper.com Daniel Sampieri, Director, Investor
Relations & Strategic Analysis 437-788-1767
dsampieri@capstonecopper.com
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