Copper Mountain Mining Receives Bondholder Approval for the Sale of the Eva Copper Project and the Australian Exploration Tenements and Announces Bond Buyback Offer
Copper Mountain Mining Corporation has secured bondholder approval for the sale of its wholly-owned Eva Copper Project and 2,100 km² land package in Queensland, Australia to Harmony Gold Mining (NYSE: HMY). The deal is valued at up to US$230 million. Following this, Copper Mountain plans a bond buyback offer amounting to a minimum of US$87 million at 103% of the nominal value, funded by expected proceeds from the transaction. Closing is anticipated by the first quarter of 2023, subject to regulatory approvals.
- Received bondholder approval enhances transaction completion prospects.
- Significant cash inflow of up to US$230 million from the Harmony sale.
- Bond buyback offer of US$87 million improves shareholder value.
- Transaction is subject to customary conditions, including regulatory approvals, posing potential delays.
- Reliance on anticipated cash flows for future commitments adds financial risk.
VANCOUVER, BC, Nov. 28, 2022 /PRNewswire/ - Copper Mountain Mining Corporation (TSX: CMMC) (ASX: C6C) (the "Company" or "Copper Mountain") is pleased to announce that it has received bondholder approval ("Bondholder Approval") under its US
The receipt of Bondholder Approval is a condition to the closing of the Transaction. The closing of the Transaction remains subject to certain customary conditions, including Harmony obtaining written correspondence from the Foreign Investment Review Board (FIRB) in Australia that the Australian Government has no objections under the Foreign Acquisitions and Takeovers Act 1975. The Transaction is expected to close no later than the first quarter of 2023.
Summary of Bond Buyback Offer
In connection with obtaining the Bondholder Approval, the Company has agreed, within 30 days after completion of the Transaction, to:
- Pay a one-time amendment fee of
0.25% of the nominal amount of the outstanding Bonds, on a pro rata basis, to the bondholders; and - Make an offer to buyback Bonds for an aggregate minimum principal amount of US
$87,000,000 (the "Buyback Offer") at an offered price of 103.00 per cent of the nominal amount of the Bonds (plus accrued interest on the repurchased amount).
The Buyback Offer will be funded by a portion of the aggregate net cash proceeds CMMC expects to receive from the gross US
In addition,
Copper Mountain's flagship asset is the
Additional information is available on the Company's web page at www.CuMtn.com.
On behalf of the Board of
COPPER MOUNTAIN MINING CORPORATION
"Gil Clausen"
Gil Clausen
President and Chief Executive Officer
This news release may contain "forward looking information" within the meaning of Canadian securities legislation and "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 (collectively, "forward-looking statements"). These forward-looking statements are made as of the date of this news release and Copper Mountain does not intend, and does not assume any obligation, to update these forward-looking statements, whether as a result of new information, future events or otherwise, except as required under applicable securities legislation.
All statements, other than statements of historical facts, are forward-looking statements. Generally, forward-looking statements relate to future events or future performance and reflect Copper Mountain's expectations or beliefs regarding future events.
In certain circumstances, forward-looking statements can be identified, but are not limited to, statements which use terminology such as "plans", "expects", "estimates", "intends", "anticipates", "believes", "forecasts", "guidance", scheduled", "target" or variations of such words, or statements that certain actions, events or results "may", "could", "would", "might", "occur" or "be achieved" or the negative of these terms or comparable terminology. In this news release, certain forward-looking statements are identified, including anticipated timing for the closing of the Transaction, expected proceeds from the Transaction, entitlement to any contingent consideration under the Transaction, obtaining and satisfying customary conditions (including FIRB approval) for the closing of the Transaction, completion of the Buyback Offer and any future buyback or redemption in connection with any contingent consideration received from Harmony, anticipated production at the Copper Mountain Mine, and expectations for other economic, business and/or competitive factors. Forward-looking statements involve known and unknown risks, uncertainties and other factors that could cause actual results, performance, achievements and opportunities to differ materially from those implied by such forward-looking statements. Factors that could cause actual results to differ materially from these forward-looking statements include, among others, the parties' ability to consummate the Transaction, the ability of the parties to satisfy, in a timely manner, all conditions to the closing of the Transaction, assumptions concerning the Transaction and the operations and capital expenditure plans of the Company following completion of the Transaction, the potential impact of the announcement of the Buyback Offer or the consummation of the Transaction, the diversion of management time on the Transaction, the successful exploration of the Company's properties in Canada and Australia, market price, continued availability of capital and financing and general economic, market or business conditions, the Company's ability to comply with its financial covenants under the Bond terms and meet its future cash commitments, extreme weather events, material and labour shortages, the reliability of the historical data referenced in this document and risks set out in Copper Mountain's public documents, including the management's discussion and analysis for the quarter ended September 30, 2022 and the annual information form dated March 29, 2022, each filed on SEDAR at www.sedar.com. Although Copper Mountain has attempted to identify important factors that could cause the Company's actual results, performance, achievements and opportunities to differ materially from those described in its forward-looking statements, there may be other factors that cause the Company's results, performance, achievements and opportunities not to be as anticipated, estimated or intended. While the Company believes that the information and assumptions used in preparing the forward-looking statements are reasonable, undue reliance should not be placed on these statements, which only apply as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. Accordingly, readers should not place undue reliance on the Company's forward-looking statements.
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SOURCE Copper Mountain Mining Corporation
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