Ivanhoe Mines closes US$750,000,000 Senior Notes offering
January 24, 2025
Ivanhoe Mines closes US$750,000,000 Senior Notes offering
LONDON, ENGLAND – Ivanhoe Mines Ltd. (TSX: IVN; OTCQX: IVPAF) is pleased
to announce that it has completed its previously announced offering (the
“Offering”) of an aggregate principal amount of US$750,000,000 7⅞% senior
notes due 2030 (the "Notes"). The Notes are senior unsecured obligations of the
company and are guaranteed on a senior basis by certain company subsidiaries.
The gross proceeds from the Offering of the Notes will be used for general
corporate purposes, including capital expenditure associated with expansion of
the company’s projects, and to pay certain fees and expenses relating to the
Offering.
For more information on the Offering, please visit the ‘Investors’ section of
Ivanhoe’s website: https://www.ivanhoemines.com/investors/debt-information/
Information contact
Investors
Vancouver: Matthew Keevil +1.604.558.1034
London: Tommy Horton +44 7866 913 207
Media
Tanya Todd +1.604.331.9834
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This announcement is not being made in and copies of it may not be distributed or sent into any
jurisdiction in which the publication, distribution or release would be unlawful.
This announcement 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 in any 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.
This document is not an offer of securities for sale in the United States. The Notes may not be
sold in the United States absent registration or an exemption from registration under the United
States Securities Act of 1933, as amended . The company does not intend to register the Notes
and any related guarantees in the United States or to conduct a public offering of the Notes and
such guarantees in the United States.
2
In member states of the EEA, this announcement and any offer of the securities referred to herein
in any Member State of the European Economic Area (“EEA”) will be made pursuant to an
exemption under the Prospectus Regulation from the requirement to publis h a prospectus for
offers of the securities referred to herein. Accordingly, any person making or intending to make
an offer in a Member State of Notes which are the subject of the offering contemplated may only
do so in circumstances in which no obligati on arises for the company or any of the initial
purchasers to publish a prospectus pursuant to Article 3 of the Prospectus Regulation, in each
case, in relation to such offer. Neither the company nor the initial purchasers have authorized,
nor do they authorize, the making of any offer of Notes in circumstances in which an obligation
arises for the company or the initial purchasers to publish a prospectus for such offer. The
expression “Prospectus Regulation” means Regulation (EU) 2017/1129.
The securities 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 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 Directive 2014/65/EU (as amended, “MiFID II”) or (ii) a customer within the
meaning of Directive 2016/97/EU (as amended), where that customer would not qualify as a
professional client as defi ned in point (10) of Article 4(1) of MiFID II. Consequently, no key
information document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs
Regulation”) for offering or selling the securities or otherwise making them available to retail
investors in the EEA has been prepared and therefore offering or selling the securities or
otherwise making them available to any retail investor in the EEA may be unlawful under the
PRIIPS Regulation.
The securities 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 (“UK”).
For these purposes, a retail investor means a person who is one (or more) 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 European Union (Withdrawal) Act 2018 (“EUWA”); or (ii) a customer within the
meaning of the provisi ons of the 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. 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 Notes or othe rwise making them available to retail
investors in the UK has been prepared and therefore offering or selling the Notes or otherwise
making them available to any retail investor in the UK may be unlawful under the UK PRIIPs
Regulation.
In the UK, this announcement and any offer of the securities referred to herein in the UK will be
made pursuant to an exemption under the Prospectus Regulation from the requirement to publish
a prospectus for offers of the securities referred to herein. Ac cordingly, any person making or
intending to make an offer in the UK of Notes which are the subject of the offering contemplated
may only do so in circumstances in which no obligation arises for the company or any of the initial
purchasers to publish a prospectus pursuant to Article 3 of the UK Prospectus Regulation, in each
case, in relation to such offer. Neither the company nor the initial purchasers have authorized,
nor do they authorize, the making of any offer of Notes in circumstances in which an obligation
arises for the company or the initial purchasers to publish a prospectus for such offer. The
expression “UK Prospectus Regulation” means Regulation (EU) 2017/1129 as it forms part of
domestic law by virtue of the EUWA.
3
This communication is being distributed only to, and is directed at 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, 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 in connection with the issue and sale of any securities may otherwise lawfully be
communicated or caused t o be communicated (all such persons together being referred to as
“relevant persons”)). This announcement is directed only at relevant persons and must not be
acted on or relied on by persons who are not relevant persons. Any investment or investment
activity to which this announcement relates is available only to relevant persons and will be
engaged in only with relevant persons.
Neither the content of the company's website nor any website accessible by hyperlinks on the
company's website is incorporated in, or forms part of, this announcement. The distribution of this
announcement into certain jurisdictions may be restricted by law. Persons into whose possession
this announcement comes should inform themselves about and ob serve any such restrictions.
Any failure to comply with these restrictions may constitute a violation of the securities laws of
any such jurisdiction. This announcement is an advertisement and is not a prospectus for the
purposes of the Prospectus Regulation or the UK Prospectus Regulation.