ARIS MINING ANNOUNCES LAUNCH OF US$400 MILLION SENIOR NOTES OFFERING TO FUND REDEMPTION OF OUTSTANDING 6.875% SENIOR NOTES

Rhea-AI Summary

Aris Mining (TSX: ARIS) (NYSE-A: ARMN) has announced the launch of a US$400 million Senior Notes offering due 2029. The company intends to use the net proceeds to fund the redemption of its outstanding 6.875% Senior Notes due 2026 and for working capital and general corporate purposes. Aris Mining will issue a conditional notice of redemption for the 2026 Notes, subject to the successful completion of the new offering.

The Notes will be offered and sold in the United States to qualified institutional buyers under Rule 144A of the Securities Act, and to non-U.S. persons outside the United States under Regulation S. In Canada, the Notes will be offered on a private placement basis. The offer and sale of the Notes will not be registered under the Securities Act, and they may not be offered or sold in the U.S. without registration or an applicable exemption.

Positive

• Launch of a US$400 million Senior Notes offering, potentially improving the company's debt structure
• Intention to redeem outstanding 6.875% Senior Notes due 2026, which may lead to more favorable financing terms

Negative

• Increase in long-term debt with the new US$400 million Senior Notes offering
• Potential risks associated with unregistered securities offering

Insights

Financial Analyst

Aris Mining's announcement of a $400 million Senior Notes offering is a significant financial move that could reshape the company's debt structure. The primary purpose is to redeem the outstanding 6.875% Senior Notes due 2026, which suggests a strategic refinancing effort. This could potentially lead to more favorable interest rates and extended maturity, improving the company's financial flexibility.

The new Notes, due 2029, provide a longer runway for the company to manage its debt obligations. However, the success of this offering will depend on market conditions and investor appetite. The private placement nature of the offering in the U.S. and Canada indicates a targeted approach to institutional and qualified investors, which could result in a more stable debt structure.

For investors, this move signals Aris Mining's proactive approach to debt management, which could positively impact the company's financial health in the long term. However, the overall impact on the company's balance sheet and cash flow will depend on the final terms of the new Notes compared to the existing debt.

Legal Expert

The structured approach to this debt offering demonstrates Aris Mining's compliance with complex securities regulations. The company is carefully navigating the legal landscape by offering the Notes under Rule 144A and Regulation S in the U.S. and through private placement in Canada. This strategy allows Aris Mining to access capital markets while avoiding the more stringent requirements of a public offering.

The conditional notice of redemption for the 2026 Notes is a prudent legal move, protecting the company from potential complications if the new offering doesn't proceed as planned. It's important to note that this offering is not registered under the Securities Act, which limits the potential investor base but simplifies the issuance process.

Investors should be aware that these unregistered securities come with resale restrictions, potentially affecting liquidity. The company's explicit statement about the limitations on offers and sales is a necessary legal disclosure, protecting Aris Mining from potential regulatory issues.

VANCOUVER, BC, Oct. 21, 2024 /PRNewswire/ - Aris Mining Corporation (Aris Mining or the Company) (TSX: ARIS) (NYSE-A: ARMN) announced today that it has commenced an offering of US$400 million aggregate principal amount of Senior Notes due 2029 (the "Notes"). Aris Mining intends to use the net proceeds from the offering of the Notes to fund the redemption of its outstanding 6.875% Senior Notes due 2026 (the "2026 Notes") and for working capital and general corporate purposes.

Pursuant to the terms of the indenture governing the 2026 Notes, the Company will issue a conditional notice of redemption to redeem the outstanding 2026 Notes, which redemption will be conditional upon the successful completion of the offering of the Notes.

The Notes will be offered and sold in the United States only to persons reasonably believed to be qualified institutional buyers in accordance with Rule 144A under the United States Securities Act of 1933, as amended (the "Securities Act"), and to non-U.S. persons outside the United States in reliance on Regulation S under the Securities Act. The Notes will be offered and sold in Canada on a private placement basis pursuant to applicable Canadian prospectus exemptions.

The offer and sale of the Notes will not be registered under the Securities Act and the Notes may not be offered or sold in the United States or to U.S. persons absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws. This news release shall not constitute an offer to sell or the solicitation of an offer to buy the Notes, nor shall there be any offer or sale of the Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About Aris Mining

Aris Mining is a gold producer in the Americas, currently operating two mines with expansions underway in Colombia. The Segovia Operations and the Marmato Upper Mine produced 226,000 ounces of gold in 2023. Aris Mining is targeting a production rate of approximately 500,000 ounces of gold per year in the second half of 2026, following a ramp-up period after the Segovia mill expansion scheduled for completion in Q1 2025 and the Marmato Lower Mine's first gold pour in late 2025. Aris Mining also operates the 51% owned Soto Norte joint venture, where studies are underway on a new, smaller scale development plan, with results expected in early 2025. In Guyana, Aris Mining is advancing Toroparu, a gold/copper project. Aris Mining intends to pursue acquisitions and other growth opportunities to unlock value through scale and diversification.

Aris Mining promotes the formalization of traditional miners into contract mining partners as this process enables all miners to operate in a legal, safe and responsible manner that protects them and the environment.

Forward-Looking Information

This news release contains "forward-looking information" or "forward-looking statements" within the meaning of Canadian and U.S. securities legislation. All statements included herein, other than statements of historical fact, including, without limitation, statements relating to the completion and timing of this offering and the intended use of proceeds from this offering, the Company's plans to redeem the 2026 Notes, project development plans and future performance, are forward-looking. Generally, the forward-looking information and forward looking statements can be identified by the use of forward looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", "will continue" or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved".

Forward looking information and forward looking statements, while based on management's best estimates and assumptions, are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Aris Mining to be materially different from those expressed or implied by such forward-looking information or forward looking statements, including but not limited to those factors discussed in the section entitled "Risk Factors" in Aris Mining's Annual Information Form dated March 6, 2024 which is available on SEDAR+ at www.sedarplus.ca and in the Company's filings with the SEC at www.sec.gov. These factors should be considered carefully, and readers should not place undue reliance on the Company's forward-looking statements. The Company has no intention and undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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SOURCE Aris Mining Corporation

FAQ

What is the purpose of Aris Mining's US$400 million Senior Notes offering?

Aris Mining (ARMN) intends to use the net proceeds from the US$400 million Senior Notes offering to fund the redemption of its outstanding 6.875% Senior Notes due 2026 and for working capital and general corporate purposes.

When are Aris Mining's new Senior Notes due?

The new Senior Notes being offered by Aris Mining (ARMN) are due in 2029.

How will Aris Mining's Senior Notes be offered in the United States?

Aris Mining's (ARMN) Senior Notes will be offered and sold in the United States only to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933.

Will Aris Mining's new Senior Notes be registered under the Securities Act?

No, the offer and sale of Aris Mining's (ARMN) new Senior Notes will not be registered under the Securities Act, and they may not be offered or sold in the U.S. without registration or an applicable exemption.