Unlawful to Distribute This Announcement. Persons into Whose Possession This Document Comes Are Required to Inform Themselves About, and to Observe, Any Such Restrictions. Endeavour Announces Completion of US$500 Million
1
NEWS RELEASE – LSE: EDV, TSX: EDV
NOT FOR DISTRIBUTION TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE IT IS
UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT. PERSONS INTO WHOSE POSSESSION THIS DOCUMENT
COMES ARE REQUIRED TO INFORM THEMSELVES ABOUT, AND TO OBSERVE, ANY SUCH RESTRICTIONS.
ENDEAVOUR ANNOUNCES COMPLETION OF US$500 MILLION
SENIOR NOTES OFFERING AND RESULTS OF TENDER OFFER
London, 29 May 2025 – Endeavour Mining plc ( (LSE:EDV, TSX:EDV, OTCQX:EDVMF) (the “Company”)
is pleased to announce that it has completed its previously announced offering (the “Offering”) of
US$500.0 million 7.000% senior notes due 2030 (the “New Notes”) as part of its refinancing strategy.
The proceeds of the Offering, together with cash on hand, will be used to (i) finance the purchase of
any and all of the Company’s outstanding 5.000% Senior Notes due 2026 (the “Existing Notes”) validly
tendered and accepted for purchase by the Company pursuant to the cash tender offer launched by
the Company concurrently with the Offering (the “Tender Offer”) and (ii) pay fees and expenses in
relation to the Offering and the Tender Offer.
The Company also announces that US$464,278,000 aggregate principal amount of Existing Notes have
been tendered in the Tender Offer. Following completion of the Tender Offer, t he Company expects
to exercise its right under the Existing Notes to redeem in full the remaining Existing Notes not
tendered pursuant to the Tender Offer, at the Purchase Price paid to the tendering Noteholders .
Nothing in this announcement constitutes a notice of redemption pursuant to the Indenture.
2
TENDER OFFER RESULTS
The Tender Offer , conducted pursuant to the terms and on the conditions set out in the offer to
purchase dated 19 May 2025 (the “Offer to Purchase”), expired at 5:00 p.m. (New York City time) on
28 May 2025 (the “Expiration Deadline”). The deadline for delivery of Existing Notes tendered
according to the guaranteed delivery procedures, as described in the Offer to Purchase is 5:00 p.m.
(New York City time) on 29 May 2025. Capitalised terms used in this announcement but not defined
have the meanings given to them in the Offer to Purchase.
The Company announces that US $464,278,000 aggregate principal amount of Existing Notes were
validly tendered and not withdrawn at or prior to the Expiration Deadline and will be accepted for
purchase by the Company. These amounts include US$214,000 aggregate principal amount of Existing
Notes tendered pursuant to the guaranteed delivery procedures described in the Offer to Purchase ,
the purchase of which by the Company remains subject to the Noteholders’ performance of the
delivery requirements under such procedures.
Description of
Existing Notes
144A CUSIP/ISIN
Regulation S
CUSIP / ISIN
Aggregate
Principal Amount
Accepted(1)
Principal
Amount
Outstanding
Following
Completion of
the Offer(1)
Purchase Price(2)
US$500,000,000
5.000% Senior
Notes due 2026
29261HAA3 /
US29261HAA32
G3R41AAA4 /
USG3R41AAA47
US$464,278,000
US$35,722,000
100.00%
(equivalent to
US$1,000 per
US$1,000) in
principal amount
of Existing Notes
(1) Assumes that all Existing Notes tendered pursuant to the guaranteed delivery procedures are delivered to the Information and Tender
Agent at or prior to 5:00 p.m., New York City time, on 29 May 2025 and otherwise in accordance with the notice of guaranteed delivery.
(2) Per US$1,000 principal amount of Existing Notes accepted for purchase and excluding Accrued Interest.
The New Financing Condition to the Tender Offer has been satisfied and the Company will pay the
applicable Purchase Price with respect to Existing Notes accepted for purchase promptly after the
Expiration Deadline, on the settlement date which is expected to be 30 May 2025 (the “ Settlement
Date”). In addition, holders of Existing Notes accepted for purchase in the Tender Offer will be paid a
cash amount equal to accrued and unpaid interest from the last interest payment date up to, but
excluding, the Settlement Date (“Accrued Interest”). Existing Notes purchased in the Tender Offer will
be retired and cancelled. Any Existing Notes not tendered or accepted for purch ase pursuant to the
Tender Offer will continue to accrue interest in accordance with the Indenture of the Existing Notes.
Following completion of the Tender Offer, the Company expects to exercise its right under the Existing
Notes to redeem in full the remaining Existing Notes not tendered pursuant to the Tender Offer, at the
Purchase Price paid to the tendering Noteholders. Nothing in this announcement constitutes a notice
of redemption pursuant to the Indenture.
3
DISCLAIMER This announcement must be read in conjunction with the Offer to Purchase. If you are in
any doubt as to the contents of this announcement or the Offer to Purchase or the action you should
take, you are recommended to seek your own financial, reg ulatory, tax and legal advice, including as
to any tax consequences, immediately from your broker, bank manager, solicitor, accountant or other
independent financial or legal adviser. None of the Company, the Dealer Managers or the Information
and Tender A gent is providing Noteholders with any legal, business, tax or other advice in this
announcement or the Offer to Purchase.
None of the Dealer Managers, the Information and Tender Agent or any of their respective directors,
officers, employees, agents or affiliates assumes any responsibility for the accuracy or completeness
of the information concerning the Tender Offer, the Company, any of its affiliates or the notes
contained in this announcement, the Offer to Purchase or the New Notes or Existing Notes or for any
failure by the Company to disclose events that may have occurred and may affect the significance or
accuracy of such information.
OFFER AND DISTRIBUTION RESTRICTIONS
The New Notes issued in connection with the Offering have not been and will not be registered under
the US Securities Act of 1933 or the securities laws of any other jurisdiction. Securities 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 New Notes to permit a public offering of securities.
The New Notes 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 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; or (iii) not a qualified investor as
defined in Regulation (EU) 2017/1129 (as amended, the “Prospectus Regulation”). No key information
document required by Regulation (EU) No 128 6/2014 (as amended, the “PRIIPs Regulation”) for
offering or selling the New Notes or otherwise making them available to retail investors in the EEA has
been prepared. Offering or selling the New Notes or otherwise making them available to any retail
investor in the EEA may be unlawful under the PRIIPs Regulation.
The New Notes 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 mor e) of: (i) a retail client, as defined
in point (8) of Article 2 of Regulation (EU) No. 2017/565 as it forms part of domestic law by virtue of
the EUWA; (ii) a customer within the meaning of the provisions of the Financial Services and Market s
Act 2000 (as amended, “FSMA”) and any rules or regulations made under the FSMA to implement
Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in
point (8) of Article 2(1) of Regulation (EU) No. 600/2014 as it forms part of domestic law by virtue of
the EUWA; or (iii) not a qualified investor as defined in Article 2 of the UK Prospectus Regulation.
Consequently, no key information document required by Regulation (EU) No. 1286/2014 as it forms
part of domestic law by virtue of the EUWA (as amended the “UK PRIIPs Regulation”) for offering or
selling the New Notes or otherwise making them available to retail investors in the UK has been
prepared, and therefore, offering or selling the New Notes or otherwise making them available to any
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).
This announcement is being distributed to, and is directed at, only persons who (i) have professional
experience in matters relating to investments falling within Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Financial Promotion Order”),
(ii) are persons falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated
associations, partnerships or high value trusts etc.) of the Financial Promotion Order, (iii) are outside
the United Kingdom or (iv) are persons to whom an invitation or inducement to engage in investment
activity within the meaning of section 21 of the Financial Services and Markets Act 2000 (the “FSMA”)
4
in connection with the issue or sale of any securities may otherwise lawfully be communicated or
caused to be communicated (all such persons together being referred to as “Relevant Persons”). The
investments 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 thi s announcement or any of its contents. Persons distributing this announcement must
satisfy themselves that it is lawful to do so.
The New 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 New Notes in Canada will be made on a basis
which is exempt from the prospectus requirements of Canadian securities laws and the New 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.
The distribution of this announcement and the Offer to Purchase in certain jurisdictions may be
restricted by law. Persons into whose possession this announcement or the Offer to Purchase comes
are required by each of the Company, the Dealer Managers and the Information and Tender Agent to
inform themselves about, and to observe, any such restrictions. No action that would permit a public
offer has been or will be taken in any jurisdiction by the Dealer Managers or by the Company.
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 the Company’s intentions with regards to any
offering of the New Notes. These forward-looking statements can be identified by the use of forward-
looking terminology, including the terms “anticipate,” “expect,” “suggests,” “plan,” “believe,”
“intend,” “estimates,” “targets,” “projects,” “forecasts,” “should,” “could,” “would,” “may,” “will” and
other similar expressions or, in each case, their negative or other variations or comparable terminology
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 expres sed or implied by such forward -looking
statements.
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 i ntended. 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 Company’s most recent Annual Information Form filed
under its profile at www.sedarplus.ca for further information respecting the risks affecting the
Company, its subsidiaries 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.
ABOUT ENDEAVOUR MINING PLC
Endeavour Mining is one of the world’s top gold miners and one of the largest gold producers in West
Africa, with operating assets across Senegal, Côte 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 admitted to listing and to trading on th e London Stock Exchange and the Toronto Stock
Exchange, under the symbol EDV.
Neither the Toronto Stock Exchange nor the Investment Industry Regulatory Organization of Canada
accepts responsibility for the adequacy or accuracy of this press release.
5
CONTACT INFORMATION
For Investor Relations enquiries: For Media enquiries:
Jack Garman Brunswick Group LLP in London
Vice President of Investor Relations Carole Cable, Partner
+442030112723 +442074045959