Capstone Copper and Orion Announce C$375 Million Bought Deal
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February 1, 2024
NOT FOR DISTRIBUTION IN THE UNITED STATES OR OVER UNITED STATES WIRE SERVICES
Capstone Copper and Orion Announce C$375 Million
Bought Deal
Vancouver, British Columbia – Capstone Copper Corp. (“Capstone” or the “Company”) (TSX:CS) 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 they have entered into an agreement
with a syndicate of underwriters led by RBC Capital Markets, as Lead Bookrunner and including National Bank
Financial and Scotiabank as Joint B ookrunners (collectivel y, the “Underwriters”) pursuant to which the
Underwriters have agreed to purchas e, on a bought deal basis from the Company and Orion, a total of
59,520,000 common shares of Capst one (“Common Shares”) at a price of C$6.30 per Common Share (the
“Offering Price”), for aggregate gross proceeds of C$374,976,000 (the “Offering”). The Company has granted
the Underwriters an option, exercisable in whole or in par t at any time up to 30 days after the closing of the
Offering, to purchase up to an additional 8,928,000 Common Shares from the Company at the Offering Price
(the “Over-Allotment Option”) which, if exercised in full, would increase the aggregate gross proceeds of the
Offering to C$431,222,400. The Offering is expected to close on or about F ebruary 8, 2024 and is subject to
customary closing conditions, including Capstone and Orion receiving all necessary regulatory approvals.
In connection with the Offering, the Company will issue 47,620,000 Co mmon Shares for aggregate gross
proceeds of C$300,006,000. The Selling Shareholders will receive gross proceeds of C$74,970,000 from the
secondary sale of 11,900,000 Common Shares.
The net proceeds of the Offering received by Capstone will be used to advance near term growth initiatives in
Chile, notably the Mantoverde Optimized Projec t and Santo Domingo detail ed engineering, advance
expansionary exploration programs, as well as for general corporate and working capital purposes to provide
additional balance sheet flex ibility as further described in the pros pectus supplement. The Company will not
receive any proceeds from the secondary sale, which will be paid directly to the Selling Shareholders.
The Offering will be made by way of a prospectus supplement to the Company’s short form base shelf
prospectus dated March 1, 2023 in al l of the provinces and territories of Canada (other than Quebec) (the
“Prospectus Supplement”) and may be 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 Selling Shareholders currently hold an aggregate of 164,836,179 Common Shares, representing
approximately 23.7% of the Company’s issued and outstanding Common Shares. Following the closing of the
Offering, but before giving effect to the Over-Allotment Option, the Selling Shareholders will, in the aggregate,
beneficially own 152,936,179 Common S hares, representing 20.6% of the outstanding Common Shares.
Following the closing of the Offering, and assuming that the Over-Allotment Option is exercised in full, the
Selling Shareholders will, in the aggregate, beneficially own 20.3% of the outstanding Common Shares.
NEWS RELEASE
TSX:CS ● capstonecopper.com
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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 offer ed, 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 Unit ed States or in any jurisdiction in which such offer, solicitation or sale is not
permitted.
The Prospectus Supplement will be filed on SEDAR+ at www.sedarplus.ca on or before February 5, 2024.
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ABOUT CAPSTONE COPPER CORP.
Capstone Copper Corp. is an Americas-focused c opper mining company headquartered in Vancouver,
Canada. We own and operate the Pinto Valley copper mi ne located in Arizona, US A, the Cozamin copper-
silver mine located in Zacatecas, Mexico, the Mantos Blancos copper-silver mine lo cated 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-go ld project, located approximately 30 kilometres
northeast of Mantoverde in the Atacam a region, Chile, as well as a portfolio of exploration properties in the
Americas.
Capstone Copper’s strategy is to unlock transformational copper producti on growth while executing on cost
and operational improvements through innovation, optimization and safe and responsible production
throughout our portfolio of assets. We focus on prof itability and disciplined capital allocation to surface
stakeholder value. We are committed to creating a pos itive impact in the lives of our people and local
communities, while delivering compelling returns to in vestors 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, for ward-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, ev ents 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 lim ited to, statements with respect to the timing and
completion of the Offering, the exercise of the Ove r-Allotment Option, the antic ipated use of proceeds, the
Mantoverde Optimized Project, and the success of our mining operations.
By their very nature, forward-lo oking statements involve known and unk nown risks, uncertainties and other
factors that may cause our actual re sults, performance or achievements to be materially different from any
future results, performance or achiev ements expressed or implied by the forward-looking statements. Such
factors include, amongst others, risks related to inheren t hazards associated with mining operations, future
prices of copper and other metals, infl ation, counterparty risks associated with sales of our metals, changes
in general economic conditions, avai lability 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 m anagement personnel, TSX
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approval and other risks of the mining industry as well as those factors det ailed from time to time in the
Company’s and the risks included in our continuous disclosure filings on SEDAR+ at www.sedarplus.ca.
Although the Company has attempted to identify important factors that c ould cause our actual results,
performance or achievements to differ materially from those described in our fo rward-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 stat ements 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.
CONTACT INFORMATION
Jerrold Annett, SVP, Strategy & Capital Markets
647-273-7351
Daniel Sampieri, Director, Investor Relations & Strategic Analysis
437-788-1767