Africa OR Any Other Jurisdiction OR to Any Person Located OR Resident IN Any Jurisdiction IN Which Such Distribution is Unlawful Endeavour Announces Pricing of US$500 Million 5-YEAR Senior Notes
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NEWS RELEASE – LSE: EDV, TSX: EDV
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN AUSTRALIA, JAPAN, SOUTH
AFRICA OR ANY OTHER JURISDICTION OR TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION IN WHICH
SUCH DISTRIBUTION IS UNLAWFUL
ENDEAVOUR ANNOUNCES PRICING OF US$500 MILLION
5-YEAR SENIOR NOTES
London, 7 October 2021 – Endeavour Mining plc (LSE:EDV, TSX:EDV, OTCQX:EDVMF) (the “Company”, together
with its subsidiaries, the “Group”) is pleased to announce the pricing of its offering of US$500 million fixed rate
senior notes due 2026 (the “Notes”) as part of its refinancing strategy.
The Company will pay interest on the Notes semi -annually at a rate equal to 5.00% per annum. The Notes will
settle on or around 14 October 2021, subject to customary conditions, and the Notes will mature on 14 October
2026.
The proceeds of the Notes, together with cash available on the Group’s balance sheet, will be used: (i) to repay
all amounts outstanding under the Group’s US$370 million bridge term loan facility, which was used to retire
higher cost debt facilities acquired upon the acquisition of Teranga Gold Corporation (the “Bridge Facility”), (ii)
to repay the US$130 million drawn under the Group’s existing revolving credit facility (the “Existing RCF”), and
(iii) to pay fees and expenses in connection with the offering of the Notes.
As part of its Group refinancing strategy, t he Company recently entered into a US$500 million unsecured
revolving credit facility (the “New RCF”). The New RCF has a four -year tenor, with an interest rate ranging
between 2.40 - 3.40% plus LIBOR (or SOFR) depending on leverage. The undrawn portion has a commitment fee
of 35% of the applicable margin ( 0.84% based on currently applicable margin) . The New RCF will replace the
Bridge Facility and the Existing RCF, which will be cancelled upon settlement of the Notes offering. Effectiveness
of the New RCF is conditioned upon the closing of the Notes offering.
The New RCF and the Notes will extend the maturities of the Company’s existing debt structure to 2025 and
2026 respectively, providing increased financial flexibility.
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ABOUT ENDEAVOUR MINING PLC
Endeavour is one of the world’s senior gold producers and the largest in West Africa, with operating assets
across Senegal, Cote d’Ivoire and Burkina Faso and a strong portfolio of advanced development projects and
exploration assets in the highly prospective Birimian Greenstone Belt across West Africa.
A member of the World Gold Council, Endeavour is committed to the principles of responsible mining and
delivering sustainable value to its employees, stakeholders and the communities where it operates. Endeavour
is listed on the London Stock Exchange and the Toronto Stock Exchange, under the symbol EDV.
For more information, please visit www.endeavourmining.com.
Neither the Toronto Stock Exchange nor the Investment Industry Regulatory Organization of Canada a ccepts
responsibility for the adequacy or accuracy of this press release.
IMPORTANT INFORMATION
This announcement is for informational purposes only and does not constitute an offer to sell or the solicitation
of an offer to buy the Notes or the guarantees thereof (the “Guarantees”), nor shall it constitute an offer,
solicitation or sale in any jurisdiction in which, or to any person to whom, such offer, solicitation or sale would
be unlawful. The Notes and the Guarantees have not been and will not be registered under the U.S. Securities
Act of 1933 or the securities laws of any other jurisdiction. Se curities may not be offered in the United States
absent registration or an exemption from registration. No action has been or will be taken in any jurisdiction in
relation to the Notes or the Guarantees to permit a public offering of securities. There is no assurance that any
Notes offering will be completed or, if completed, as to the terms on which it is completed.
The Notes and the Guarantees are not intended to be offered, sold or otherwise made available to and should
not be offered, sold or otherwise made available to any retail investor in the European Economic Area (“EEA”).
For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in
point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”) or (ii) a customer within the meaning
of Directive 2016/97/EU, as amended (the “Insurance Distribution Directive”), where that customer would not
qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently, no key
information document required by Regulation (EU) No 1286/2014 (as amended, the “EU PRIIPs Regulation”) for
offering or selling the Notes or the Guarantees or otherwise making them available to retail investors in the
EEA has been prepared and therefore offering or selling the Notes or the Guarantees or otherwise making them
available to any retail investor in the EEA may be unlawful under the EU PRIIPs Regulation.
The Notes and the Guarantees are not intended to be offered, sold or otherwise made available to and should
not be offered, sold or otherwise made available to any retail investor in the United Kingdom (the “UK”). For
these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point
(8) of Article 2 of Regulation (EU) 2017/565 as it forms part of domestic law in the UK by virtue of the European
Union (Withdrawal) Act 2018, as amended (the “EUWA”) or (ii) a customer within the meaning of the provisions
of the Financial Services and Markets Act 2 000, as amended (the “FMSA”), and any rules or regulations made
under the FSMA to implement the Insurance Distribution Directive, where that customer would not qualify as
a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) 600 /2014 as it forms part of
domestic law in the UK by virtue of the EUWA. Consequently, no key information document is required by
Regulation (EU) 1286/2914 as it forms part of domestic law in the UK by virtue of the EUWA (the “UK PRIIPs
Regulation”) for offering or selling the Notes or otherwise making them available to UK retail investors in the
UK has been prepared and therefore offering or selling the notes or otherwise making them available to any
UK retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
MiFID II professionals / ECPs-only / No PRIIPs KID – Manufacturer target market (MiFID II product governance)
is eligible counterparties and professional clients only (all distribution channels). No EU PRIIPs key information
document (“KID”) has been prepared as not available to retail in the EEA.
UK MiFIR professionals / ECPs -only / No UK PRIIPs KID – Manufacturer target market (UK MiFIR product
governance) is eligible counterparties and professional clients only (all distribution channels). No UK PRIIPs key
information document (“KID”) has been prepared as not available to retail in the UK.
This announcement is being distributed to, and is directed at, only persons who (i) are outside the UK; (ii) are
“qualified investors” within the m eaning of Article 2 of Regulation (EU) 2017/1129 (the “Prospectus
Regulation”) as it forms part of retained EU law in the UK as defined in the EUWA (iii) have professional
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experience in matters relating to investments falling within the definition of “inve stment professionals” in
Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the
“Order”), or (iv) are persons who are high net worth bodies corporate, unincorporated associations and
partnerships and the trustees of high value trusts, as described in Article 49(2)(a) to (d) of the Order or (iii) are
persons to whom this communication may otherwise be lawfully communicated (all such persons together
being referred to as “Relevant Persons”). The investme nts to which this announcement relates are available
only to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such investments
will be available only to or will be engaged in only with, Relevant Persons. Any person who is not a relevant
person should not act or rely on this announcement or any of its contents. Persons distributing this
announcement must satisfy themselves that it is lawful to do so.
In any EEA Member State this communication is only addressed to and is only directed at “qualified investors”
in that Member State within the meaning of Article 2(e) of the Prospectus Regulation.
The Notes have not been nor will they be qualified for sale to the public under applicable Canadian securities
laws and, accordingly, any offer and sale of the Notes in Canada will be made on a basis which is exempt from
the prospectus requirements of Canadian securities laws and the Notes will be subject to “hold period” resale
restrictions under applicable Canadian securities laws.
The distribution of this announcement in certain jurisdictions may be restricted by law and therefore persons
in such jurisdictions into which they are released, published or distributed, should inform themselves about,
and observe, such restrictions. Any failure to comply with these restrictions may constitute a violation of the
laws of any such jurisdiction.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION
This announcement contains “forward-looking statements” within the meaning of applicable securities laws. All statements, other than
statements of historical fact, are “forward -looking statements”, including but not limited to, statements with respect to t he Group’s
intentions with regards to any offering of the Notes and the Guarantees. Generally, these forward -looking statements can be identified
by the use of forward-looking terminology such as “will”, “can”, “could”, “would” and similar expressions.
Forward-looking statements, while based on management’s reasonable estimates, projections and assumptions at the date the
statements are made, are subject to risks and uncertainties that may cause actual results to be materially different from those expressed
or implied by such forward -looking statement. Although the Company has attempted to identify important factors that could cause
actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not
to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results
and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance
on forward -looking statements. Please refer to the Group’s most recent Annual Information Form filed under its profile at
www.sedar.com for further information respecting the risks affecting Endeavour and its business.
These forward-looking statements speak only as of the date of this announcement. Except as required by applicable law and regulation,
the Company does not undertake any obligation to update or revise any forward -looking statement, whether as a result of new
information, future events or otherwise.
CONTACT INFORMATION
Endeavour Mining
Martino De Ciccio
Vice President - Strategy & Investor Relations
+44 203 640 8665
Brunswick Group LLP in London
Carole Cable, Partner
+44 7974 982 458
Vincic Advisors in Toronto
John Vincic, Principal
+1 647 402 6375