Ivanhoe Mines Closes C$575 Million Private Placement
December 18, 2023
Ivanhoe Mines Closes C$575 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”) announces that it has closed its previously announced
private placement offering of 47,917,050 Class A common shares (the “Common
Shares”) at a price of C$12.00 per Common Share for aggregate gross proceeds
of approximately C$575 million (approximately US$430 million) (“the Offering”),
including the full exercise of the 15% agent’s option granted to BMO Capital
Markets, as sole agent, in connection with the Offering.
Robert Friedland, Founder and Executive Co-Chairman of Ivanhoe Mines
commented:
"We would like to extend our gratitude to the major institutional shareholders of
Ivanhoe Mines for cornerstoning the offering. The financing reinforces our strong
balance sheet taking our cash balance to over US$600 million. The funding
enables us to quadruple our exploration budget into next year, following the
recent and ongoing exploration successes at the district-scale Western Foreland
Exploration Project in the Democratic Republic of Congo.
"We would also like to thank the many women and men of Ivanhoe Mines, whose
tireless efforts made 2023 a pivotal year for the company. 2024 will be an
important turning point in Ivanhoe’s history, with Kamoa-Kakula’s Phase 3
expansion and smelter, as well as Platreef Phase 1 and Kipushi, all on track for
completion within the year.”
Ivanhoe Mines intends to use the net proceeds of the Offering to fund
exploration, working capital, and for general corporate purposes.
The Common Shares issued to Canadian purchasers under the Offering are
subject to a hold period expiring four months and one day from today's 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.
A purchaser under the Offering is considered a related party of the Company
under Multilateral Instrument 61-101 – Protection of Minority Security Holders in
Special Transactions (“MI 61-101”) because of its ownership of more than 10% of
the issued and outstanding Common Shares. As a result, the issuance of
Common Shares to such purchaser was a related party transaction. The
Company relied on exemptions from the formal valuation and minority
shareholder approval requirements provided under sections 5.5(a) and 5.7(1)(a) of
MI 61-101 on the basis that the fair market value of the subscription in the
Offering by such purchaser does not exceed 25% of the Company’s market
capitalization. The Company did not file a material change report in respect of the
related party transaction 21 days prior to the closing of the Offering as the details
of the participation of such purchaser had not been confirmed at that time. The
Company will file a material change report in due course.
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 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 use of
proceeds of the Offering, and statements regarding Kamoa-Kakula’s Phase 3 expansion
and smelter and statements regarding 2024 milestones.
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.