Ivanhoe Mines Announces C$500 Million Private Placement
December 12, 2023
Ivanhoe Mines Announces C$500 Million Private Placement
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES
TORONTO, CANADA – Ivanhoe Mines Ltd. (TSX: IVN; OTCQX: IVPAF) (“Ivanhoe
Mines” or the “Company”) is pleased to announce that it has engaged BMO
Capital Markets as sole agent in connection with a proposed offering of
41,667,000 Class A common shares (the “Common Shares”), on a private
placement basis (the “Offering”) at a price of C$12.00 per Common Share (the
“Offering Price”) for aggregate gross proceeds of C$500 million (approximately
US$370 million). The Company expects to grant BMO Capital Markets an option,
exercisable at the Offering Price up until 48 hours prior to the closing of the
Offering, to place up to an additional 15% of the number of Common Shares
purchased pursuant to the Offering. The Offering is expected to close on or about
December 18, 2023 and is subject to Ivanhoe Mines receiving all necessary
regulatory approvals, including approval of the Toronto Stock Exchange.
The net proceeds of the Offering will be used to fund exploration, working capital,
and for general corporate purposes.
The Offering will be conducted in reliance upon certain prospectus and private
placement exemptions. The securities issuable to Canadian purchasers under the
private placement will be subject to a hold period expiring four months and one
day after the closing date. The Common Shares have not been and will not be
registered under the U.S. Securities Act of 1933, as amended, and may not be
offered or sold in the United States absent registration or an applicable
exemption from the registration requirements. This press release does not
constitute an offer to sell or the solicitation of an offer to buy nor shall there be
any sale of the shares in any jurisdiction in which such offer, solicitation or sale
would be unlawful.
Pursuant to the investor rights agreements between the Company and CITIC
Metal Africa Investments Limited (“CITIC”) and Zijin Mining Group Co. Ltd.
(“Zijin”), respectively, each of CITIC and Zijin will have the right to acquire
Common shares at the Offering Price to maintain their pro rata equity interest in
the Company. Any Common Shares issued to CITIC or Zijin on exercise of their
respective anti-dilution rights under their investor rights agreements will be in
addition to those issued as part of the Offering.
About Ivanhoe Mines
Ivanhoe Mines is a Canadian mining company focused on advancing its three
principal projects in Southern Africa; the expansion of the Kamoa-Kakula Copper
Complex in the DRC, the construction of the tier-one Platreef palladium-nickel-
platinum-rhodium-copper-gold project in South Africa; and the restart of the
historic ultra-high-grade Kipushi zinc-copper-germanium-silver mine, also in the
DRC.
Ivanhoe Mines also is exploring for new copper discoveries across its circa
2,400km2 of 80-100% owned exploration licenses, as well as on the 247km2 of
newly acquired joint venture licenses, in the Western Foreland located adjacent
to the Kamoa-Kakula Copper Complex in the DRC.
Information Contact
Investors
Vancouver: Matthew Keevil +1 604 558 1034
London: Tommy Horton +44 7866 913 207
Cautionary Statement on Forward-Looking Information
Certain statements in this news release constitute “forward-looking statements” or
“forward-looking information” within the meaning of applicable securities laws. Such
statements and information involve known and unknown risks, uncertainties and other
factors that may cause the actual results, performance or achievements of the
company, its projects, or industry results, to be materially different from any future
results, performance or achievements expressed or implied by such forward-looking
statements or information. Such statements can be identified by the use of words such
as “may”, “would”, “could”, “will”, “intend”, “expect”, “believe”, “plan”, “anticipate”,
“estimate”, “scheduled”, “forecast”, “predict” and other similar terminology, or state that
certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur
or be achieved. Readers are cautioned not to place undue reliance on forward-looking
information or statements. These statements reflect the company’s current expectations
regarding future events, performance and results and speak only as of the date of this
news release.
Such statements include without limitation, statements regarding the anticipated
aggregate gross proceeds, pricing and timing of closing of the Offering and the
anticipated use of proceeds of the Offering, statements regarding receipt of Toronto
Stock Exchange approval in respect of the Offering and statements in respect of the
exercise of the CITIC and Zijin anti-dilution rights.
Forward-looking statements and information involve significant risks and uncertainties,
should not be read as guarantees of future performance or results and will not
necessarily be accurate indicators of whether or not such results will be achieved. A
number of factors could cause actual results to differ materially from the results
discussed in the forward-looking statements or information, including, but not limited to,
the factors discussed under “Risk Factors” and elsewhere in the company’s MD&A for
the three and nine months ended September 30, 2023, and its Annual Information
Form, as well as the inability to obtain regulatory approvals in a timely manner; the
potential for unknown or unexpected events to cause contractual conditions to not be
satisfied; unexpected changes in laws, rules or regulations, or their enforcement by
applicable authorities; the failure of parties to contracts with the company to perform as
agreed; social or labour unrest; changes in commodity prices; and the failure of
exploration programs or studies to deliver anticipated results or results that would justify
and support continued exploration, studies, development or operations.
Although the forward-looking statements contained in this news release are based upon
what management of the company believes are reasonable assumptions, the company
cannot assure investors that actual results will be consistent with these forward-looking
statements. These forward-looking statements are made as of the date of this news
release and are expressly qualified in their entirety by this cautionary statement. Subject
to applicable securities laws, the company does not assume any obligation to update or
revise the forward-looking statements contained herein to reflect events or
circumstances occurring after the date of this news release.