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Ivanhoe Mines and Gécamines agree on off-take and financing terms to return the ultra-high-grade Kipushi Mine in the DRC to production

Mine Development & Operations Partnerships & JV

April 27, 2023

Ivanhoe Mines and Gécamines agree on off-take and

financing terms to return the ultra-high-grade Kipushi Mine in

the DRC to production

■

Off-take term sheet for 100% of Kipushi's zinc concentrate,

together with US$250 million facility supported by Glencore

■

Kipushi construction advancing ahead of schedule; first

concentrate production expected in Q3 2024

■

Underground development of the Big Zinc orebody also

ahead of schedule; mining to commence in January 2024

■

Plans for dedicated Kipushi commercial border-crossing

advancing to unlock value for the DRC, Kipushi

and Kamoa-Kakula

■

Kipushi to be powered by clean hydroelectricity, aligning

with Ivanhoe’s vision to produce ‘green metals’

KIPUSHI, DEMOCRATIC REPUBLIC OF CONGO – Ivanhoe Mines (TSX: IVN;

OTCQX: IVPAF) Executive Co-Chair Robert Friedland and President Marna Cloete,

together with Chairman Guy-Robert Lukama Nkunzi and General Manager Placide

Nkala Basadilua of Gécamines, the Democratic Republic of Congo’s state-owned

mining company, announced today the signing of an off-take and financing term

sheet to return the historic Kipushi zinc-copper-lead-germanium mine to

production. In addition, Ivanhoe is pleased to provide an update on construction

activities for the restart of the ultra-high-grade zinc mine, which is on track for

first concentrate in the third quarter of 2024.

Ivanhoe Mines’ President, Marna Cloete commented:

“The off-take and financing milestones are critical deliverables that allow us to

return Kipushi to production by the third quarter of next year. Most importantly,

these agreements reflect the strength of our partnership with Gécamines and our

commitment to the people of the Kipushi community and the Democratic

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Republic of Congo. The Kipushi underground mine will be the world’s highest-

grade major zinc operation, with an average grade of approximately 36% zinc

over the first five years of production. We will also endeavour, with our partner

Gécamines, to continue exploring Kipushi, including copper-rich and silver-rich

zones. Kipushi soon will join Kamoa-Kakula as another tier-one production asset

in our portfolio, and mark the next step as we execute our plan to emerge as the

world's newest diversified major mining company.”

Ivanhoe Mines’ Executive Co-Chair, Robert Friedland added:

“In partnership with Gécamines, we are closing in on a monumental achievement

to return the great Kipushi Mine to production. When Ivanhoe Mines acquired its

interest in Kipushi almost 12 years ago, the mine was flooded and in a dilapidated

state. We commend the efforts of the employees of Kipushi Corporation who

restored this crown jewel of the DRC. We are proud to see new, state-of-the-art

mining equipment, operated by our Congolese employees, underground for the

first time in three decades as we begin to open up the Big Zinc deposit, one of the

richest mineral endowments anywhere on earth.

Zinc is the fourth most consumed metal in the world, and its supporting role in

the energy transition is greatly overlooked as the backbone of clean energy

alternatives, including wind turbines and solar panels.”

Gécamines’ Chairman, Guy-Robert Lukama Nkunzi commented:

“We are excited to see this historic mine returning to production with our joint-

venture partner, Ivanhoe Mines. This is an important moment for Gécamines, as

well as for the local community and the people of the Democratic Republic of

Congo. A significant amount of work has got us to this point, which marks

another major milestone in this innovative partnership that we have formed and

comes with the potential to unlock significant value for the country. Gécamines is

expected to attract more investment in the future to bolster in-country

transformation and value creation. The Kipushi project, by its unprecedented

nature, can form a catalyst for Gécamines to become an important actor in the

project’s value chain and for the development of transport infrastructure.”

Watch the video showcasing the signing ceremony for the off-take

and financing term sheets, as well as recent project construction

highlights: https://vimeo.com/821370084/578ce9e9e8

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Signing of the term sheet for off-take and US$250 million financing

marks a significant milestone as Kipushi advances to production

Kipushi Corporation SA (KICO), Gécamines SA (Gécamines) and Glencore

International AG (Glencore) have signed a tri-partite off-take and financing term

sheet.

KICO is 68% owned by Kipushi Holding, a wholly owned subsidiary of Ivanhoe

Mines, and the remaining 32% of KICO is owned by Gécamines. As per the terms

of the agreement between Kipushi Holding, KICO and Gécamines announced on

February 14, 2022, Gécamines will acquire an increasing percentage of the share

capital and voting rights in KICO over time.

The off-take is for 100% of Kipushi’s zinc concentrates; between 400,000 and

600,000 dry metric tonnes per annum over a five-year term. The off-take term

sheet contains standard, international commercial terms, including payables and

treatment charges based on the zinc industry’s annual benchmark. The

concentrate produced by Kipushi is expected to contain approximately 55% zinc

and low levels of impurities. The buyer will purchase the concentrate at the

Kipushi Mine on a free-carrier basis, meaning the buyer will be responsible for

arranging freight and shipment to the destination, with such costs reimbursed by

KICO.

Signing ceremony at Kipushi. Back (L-R): Ludovic Monga Banza Kabongo,

Deputy GM, Gécamines; Olivier Binyingo, SVP Public Affairs DRC, Ivanhoe

Mines; Jack Masangu A Mwanza, Deputy GM, Gécamines; Stephane

Cormier, Advisor, Gécamines. Front (L-R): Thomas Fogel, Glencore

International; Ivano Manini, General Manager, KICO; Louis Watum,

Chairman, KICO; Nick Popovic, Glencore International; Marna Cloete,

President, Ivanhoe Mines; Guy-Robert Lukama Nkunzi, Chairman,

Gécamines; and Placide Nkala Basadilua, GM, Gécamines.

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The US$250 million term financing facility will be split into two tranches and

drawn down quarterly, subject to conditions precedent. The facility will bear an

annual interest rate of the Secured Overnight Financing Rate (SOFR) plus 7% and

shall be repaid, following a 24-month grace period from signing, in quarterly

instalments over 36 months.

The off-take and financing term sheet is subject to the execution of final, binding

agreements, which are expected to be concluded in conjunction with the new

Kipushi joint-venture agreement.

Activities to date at Kipushi have been funded by way of a shareholder loan from

Kipushi Holding, which totaled US$661 million as at March 31, 2023. The

remaining initial capital cost for the Kipushi project in 2023 and 2024 is US$380

million, in line with Ivanhoe’s guidance. The company is also evaluating an

interim bank financing facility of up to US$80 million.

(L-R) Didier Kalamba Masengo, Geologist, KICO; Guy-Robert Lukama

Nkunzi, Chairman, Gécamines; and Placide Nkala Basadilua, GM,

Gécamines taking grade samples of Kipushi's ultra-high-grade zinc ore

using Niton (X-ray fluorescence or XRF) analysis.

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Underground mining activities advancing ahead of schedule, in

preparation for stoping of the ultra-high-grade Big Zinc deposit to

commence in January 2024

In preparation for the start of underground development, early works activities

were completed ahead of schedule in Q3 2022. This comprised the refurbishment

and supporting of key mining excavations, as well as blasting of the truck-tip

turning bays and truck passing bays on the mine’s 1,150-metre level. Explosive

storage bays, an underground workshop and a machinery assembly bay were

also completed ahead of underground mine development, which commenced in

Q4 2022.

In Q1 2023, the underground mining contractor was appointed and commenced

the mobilization of its mining equipment to site. The majority of the primary

mining fleet is from Epiroc of Stockholm, Sweden, which include six drill rigs, six

scooptrams (LHDs) and 13 haul trucks, as well as additional secondary support

equipment. Delivery to site of the first batch of mobile mining equipment has

taken place.

Mining equipment is slung down to Kipushi’s 1,150-metre level via the P5 shaft.

The bulk of the primary and secondary fleet will be delivered by June, with the

remainder arriving later in the year as underground development ramps up ahead

of the commencement of stoping in early 2024. Stoping is the process of

extracting the ore from an underground mine, leaving behind an open space

known as a stope.

Underground development is currently taking place to establish access to the Big

Zinc orebody. A total of 682 metres of horizontal development was completed in

the first quarter of 2023, over 30% more than planned. Perimeter, access and

ventilation drives are now under development at several locations between the

1,220-metre and 1,335-metre levels, while decline development continues parallel

to the Big Zinc deposit. The decline is currently at 1,340 metres below surface.

The development rate during Q1 2023 averaged 227 metres per month. The rate is

expected to increase to 300 metres per month by the end of Q2 2023 and reach

more than 400 metres per month by the end of Q4 2023.

Stoping of the ultra-high-grade Big Zinc orebody has been accelerated to

commence ahead of schedule, in January 2024. The mining method of the Big

Zinc deposit will be transverse sublevel open stoping in a primary and secondary

sequence, filled with cemented aggregate fill to maximize the extraction. The

underground operation is fully mechanized, cost-effective and designed to enable

a quick ramp-up to a steady state of 800,000 tonnes of ore per annum.

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The mobilization of equipment by the underground mining contractor. The

left-side photo is an Epiroc MB 282 drill rig being slung down shaft P5 and

the right-side photo is a recently delivered Epiroc ST14 Scooptram (LHD).

Maintenance crew at the underground workshop, in front of a recently re-

assembled Epiroc MB 282 drill rig.

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Ore and waste are crushed underground, through a recently installed 1,085-

tonne-per-hour primary jaw crusher, and then hoisted to the surface via the P5

shaft. Work on restoring shaft P5’s nameplate hoisting capacity is underway and

is expected to be completed in Q4 2023. The hoisting rate is scheduled to

increase from the current 101 tonnes per hour to the nameplate 257 tonnes per

hour. The crushed ore hoisted to surface will be conveyed via an overland

conveyor to the Kipushi concentrator, where it will be stockpiled.

To prepare for concentrator commissioning, approximately six months of run-of-

mine ore is planned to be stockpiled on surface to derisk the ramp-up of

operations. Medium-to-low-grade ore, as well as mineralized waste from

development, is already being stockpiled on surface.

Ndala Ferdinand, Electrician, conducting a routine inspection on electric

equipment adjacent to the 1,200-metre conveyor. The conveyor transports

crushed medium-to-low-grade ore and mineralized waste from

underground development to the P5 shaft for hoisting to surface.

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Cadet Kapulula, Drill Rig Operator, operating a bolter machine that is

installing rock bolt support at the 1,220-metre level.

Truck loading at the 1,220-metre level. The underground development

advancement rate averaged 227 metres per month during the first quarter

of 2023.