Ivanhoe Mines announces offering of US$500 million convertible senior notes
March 11, 2021
Ivanhoe Mines announces offering of US$500 million convertible
senior notes
TORONTO, CANADA – Ivanhoe Mines (TSX: IVN; OTCQX: IVPAF) (the “company”) today
announced that it has commenced a private placement offering of US$500,000,000 aggregate
principal amount of convertible seni or notes due 2026 (the “Notes” and the “Offering”). The
company intends to grant the initial purchasers of the Notes an option to purchase up to an
additional US$75,000,000 aggregate principal amount of Notes, exercisable in whole or in part at
any time until 13 days after the closing of the Offering.
The Notes will be senior unsecured obligations of the company. The Notes will accrue interest
payable semi-annually in arrears and will mature on April 15, 2026, unless earlier repurchased,
redeemed or converted.
The Notes will be convertible at the option of holders, prior to the close of business on the
business day immediately preceding October 15, 2025, only under certain circumstances and
during certain periods, and thereafter, at any time until the close of b usiness on the second
scheduled trading day immediately preceding the maturity date. Upon conversion, the Notes may
be settled, at the company’s election, in cash, Class A common shares (“Common Shares”) of
the company or a combination thereof. The Notes will not be redeemable at the company’s option
prior to April 22, 2024, except upon the occurrence of certain tax law changes . On or after April
22, 2024 and on or prior to the 41st scheduled trading day immediately preceding the maturity
date, the Notes will be redeemable at the company’s option if the last reported sale price of the
company’s Common Shares has been at least 130% of the conversion price then in effect for at
least 20 trading days (whether or not consecutive) during any 30-consecutive-trading-day period
(including the last trading day of such period) ending on , and including , the trading day
immediately preceding the date on which the company provides notice of redemption at a
redemption price equal to 100% of the principal amount of th e N otes to be redeemed, plus
accrued and unpaid interest to, but excluding, the redemption date.
The interest rate, initial conversion rate an d other terms of the Notes will be determined at the
time of pricing of the Offering.
Completion of the Offering will be subject to various conditions, including the approval of the
Toronto Stock Exchange.
The company intends to use the net proceeds from the Offering (including any net proceeds from
the sale of any additional Notes that may be sold should the initial purchasers exercise their option
to purchase additional Notes) for general corporate purposes.
The Notes will be offered on a private placement basis and will not be offered by way of a
prospectus in Canada. The Notes and the distribution of Common Shares issuable upon
conversion of the Notes have not been, and will not be, registered under the U.S. Securities Act
of 1933, as amended (the “Securities Act”), or any state securities laws and may not be offered
or sold in the United States except pursuant to an exemption from, or in a transaction not subject
to, the registration requirements of the Securities Act and the rules promulgated thereunder and
applicable state securities laws. The Notes will be offered to persons reasonably believed to be
qualified institutional buyers in reliance on Rule 144A under the Securities Act.
This news release does not constitute an offer to sell or a solicitation of an offer to buy the Notes
or any other securities and shall not constitute an offer, solicitation or sale in the United States or
in any other jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the
registration and qualification under the securities laws of such state or jurisdiction. The Offering
may be made only by means of an offering memorandum.
About Ivanhoe Mines
Ivanhoe Mines is a Canadian mining company focused on advancing its three principal joint-
venture projects in Southern Africa: the development of major new, mechanized, underground
mines at the Kamoa -Kakula copper discoveries in the DRC and at the Platreef palladium -
platinum-nickel-copper-rhodium-gold discovery in South Africa; and the extensive redevelopment
and upgrading of the historic Kipushi zinc-copper-germanium-silver mine, also in the DRC.
Kamoa-Kakula is expected to begin producing copper concentrate in July 2021 and, through
phased expansions, is positioned to become one of the world’s largest copper producers. Kamoa-
Kakula and Kipushi will be powered by clean, renewable hydro-generated electricity and Kamoa-
Kakula will be among the world’s lowest greenhouse gas emitters per unit of metal produced.
Ivanhoe also is exploring for n ew copper discoveries on its wholly -owned Western Foreland
exploration licences in the DRC, near the Kamoa-Kakula Project.
Information contacts
Investors: Bill Trenaman +1.604.331.9834 / Media: Matthew Keevil +1.604.558.1034
Cautionary statement on forward-looking information
Certain statements in this 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, uncer tainties and other factors that may cause the actual
results, perf ormance 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 termin ology, or state that certain
actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved.
These statements reflect the company’s current expectations regarding future events,
performance and results and speak only as of the date of this release. Such statements include
without limitation, the company’s expectations with respect to the form and terms of the Offering,
completion of the Offering, and the expected use of proceeds therefrom.
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, risks related to the company’s ability to consummate the
Offering on the terms described or at all; the fact that the company’s management will have broad
discretion in the use of the proceeds from the Offering; 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 release are bas ed upon what
management of the company believes are reasonable assumptions, there can be no assurance
that actual results will be consistent with these forward-looking statements. These forward-looking
statements are made as of the date of this release and are expressly qualified in their entirety by
this cautionary statement. Subject to a pplicable 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 release.