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 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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240207692676/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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