Capstone Copper and Orion Announce Closing of C$431 Million Bought Deal
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February 8, 2024
NOT FOR DISTRIBUTION IN THE UNITED STATES OR OVER UNITED STATES WIRE SERVICES
Capstone Copper and Orion Announce Closing of C$431
Million Bought Deal
Vancouver, British Columbia – 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 “Under writers”).
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 purpos es 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 off ered, 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 stat e
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,
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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.
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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 as sociated 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 Sant o 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
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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.
CONTACT INFORMATION
Jerrold Annett, SVP, Strategy & Capital Markets
647-273-7351
Daniel Sampieri, Director, Investor Relations & Strategic Analysis
437-788-1767