CS Capstone Copper Corp

/NOT FOR DISTRIBUTION IN THE UNITED STATES OR OVER UNITED STATES WIRE SERVICES/

VANCOUVER, BC, Feb. 1, 2024 /CNW/ - Capstone Copper Corp. ("Capstone" or the "Company") (TSX: CS) and Orion Fund JV Limited, Orion Mine Finance Fund II LP and Orion Mine Finance (Master) Fund I-A LP (collectively, "Orion" or the "Selling Shareholders") jointly announce that they have entered into an agreement with a syndicate of underwriters led by RBC Capital Markets, as Lead Bookrunner and including National Bank Financial and Scotiabank as Joint Bookrunners (collectively, the "Underwriters") pursuant to which the Underwriters have agreed to purchase, on a bought deal basis from the Company and Orion, a total of 59,520,000 common shares of Capstone ("Common Shares") at a price of C$6.30 per Common Share (the "Offering Price"), for aggregate gross proceeds of C$374,976,000 (the "Offering"). The Company has granted the Underwriters an option, exercisable in whole or in part at any time up to 30 days after the closing of the Offering, to purchase up to an additional 8,928,000 Common Shares from the Company at the Offering Price (the "Over-Allotment Option") which, if exercised in full, would increase the aggregate gross proceeds of the Offering to C$431,222,400. The Offering is expected to close on or about February 8, 2024 and is subject to customary closing conditions, including Capstone and Orion receiving all necessary regulatory approvals.

In connection with the Offering, the Company will issue 47,620,000 Common Shares for aggregate gross proceeds of C$300,006,000. The Selling Shareholders will receive gross proceeds of C$74,970,000 from the secondary sale of 11,900,000 Common Shares.

The net proceeds of the Offering received by Capstone will be used to advance near term growth initiatives in Chile, notably the Mantoverde Optimized Project and Santo Domingo detailed engineering, advance expansionary exploration programs, as well as for general corporate and working capital purposes to provide additional balance sheet flexibility as further described in the prospectus supplement. The Company will not receive any proceeds from the secondary sale, which will be paid directly to the Selling Shareholders.

The Offering will be made by way of a prospectus supplement to the Company's short form base shelf prospectus dated March 1, 2023 in all of the provinces and territories of Canada (other than Quebec) (the "Prospectus Supplement") and may be offered in the United States to "qualified institutional buyers" pursuant to Rule 144A under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") and in those other jurisdictions outside Canada and the United States pursuant to exemptions from prospectus and registration requirements.

As part of the Offering, Orion has agreed, subject to certain limited exceptions, not to sell any Common Shares or other securities of Capstone for a period of 90 days from the closing of the Offering. The Company has also agreed, subject to certain limited exceptions, not to issue any Common Shares or other securities of Capstone for a period of 90 days from the closing of the Offering.

The Selling Shareholders currently hold an aggregate of 164,836,179 Common Shares, representing approximately 23.7% of the Company's issued and outstanding Common Shares. Following the closing of the Offering, but before giving effect to the Over-Allotment Option, the Selling Shareholders will, in the aggregate, beneficially own 152,936,179 Common Shares, representing 20.6% of the outstanding Common Shares. Following the closing of the Offering, and assuming that the Over-Allotment Option is exercised in full, the Selling Shareholders will, in the aggregate, beneficially own 20.3% of the outstanding Common Shares.

The securities under the Offering have not been, and will not be, registered under the U.S. Securities Act or the securities laws of any state of the United States and may not be offered, sold or delivered, directly or indirectly, in the United States (as such term is defined in Regulation S under the U.S. Securities Act), except pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. This news release does not constitute an offer to sell or solicitation of an offer to buy any of these securities in the United States or in any jurisdiction in which such offer, solicitation or sale is not permitted.

The Prospectus Supplement will be filed on SEDAR+ at www.sedarplus.ca on or before February 5, 2024.

Capstone Copper Corp. is an Americas-focused copper mining company headquartered in Vancouver, Canada. We own and operate the Pinto Valley copper mine located in Arizona, USA, the Cozamin copper-silver mine located in Zacatecas, Mexico, the Mantos Blancos copper-silver mine located in the Antofagasta region, Chile, and 70% of the Mantoverde copper-gold mine, located in the Atacama region, Chile. In addition, we own the fully permitted Santo Domingo copper-iron-gold project, located approximately 30 kilometres northeast of Mantoverde in the Atacama region, Chile, as well as a portfolio of exploration properties in the Americas.

Capstone Copper's strategy is to unlock transformational copper production growth while executing on cost and operational improvements through innovation, optimization and safe and responsible production throughout our portfolio of assets. We focus on profitability and disciplined capital allocation to surface stakeholder value. We are committed to creating a positive impact in the lives of our people and local communities, while delivering compelling returns to investors by sustainably producing copper to meet the world's growing needs.

Further information is available at www.capstonecopper.com

This document 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 document and the Company does not intend, and does not assume any obligation, to update these forward-looking statements, except as required under applicable securities legislation.

Forward-looking statements relate to future events or future performance and reflect our expectations or beliefs regarding future events. In certain cases, forward-looking statements can be identified by the use of words such as "anticipate", "approximately", "believe", "budget", "will", "project", "contemplate", "estimate", "expect", "forecast", "guidance", "intend", "plan", "scheduled", "target", or variations of such words and phrases, or statements that certain actions, events or results "be achieved", "could", "may", "might", "occur", "should", "will be taken" or "would" or the negative of these terms or comparable terminology. 

Forward-looking statements include, but are not limited to, statements with respect to the timing and completion of the Offering, the exercise of the Over-Allotment Option, the anticipated use of proceeds, the Mantoverde Optimized Project , and the success of our mining operations

By their very nature, forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.  Such factors include, amongst others, risks related to inherent hazards associated with mining operations, future prices of copper and other metals, inflation, counterparty risks associated with sales of our metals, changes in general economic conditions, availability and quality of water, accuracy of Mineral Resource and Mineral Reserve estimates, operating in foreign jurisdictions with risk of changes to governmental regulation, compliance with governmental regulations and stock exchange rules, reliance on approvals, licences and permits from governmental authorities and stock exchanges and potential legal challenges to permit applications, impact of climate change and changes to climatic conditions at our operations and projects, risks relating to widespread epidemics or pandemic outbreaks, geopolitical events and the effects of global supply chain disruptions, uncertainties and risks related to the potential development of the Santo Domingo project, risks related to the Mantoverde Optimized Project, challenges to title to our mineral properties, environmental risks, maintaining ongoing social licence to operate, dependence on key management personnel, TSX approval and other risks of the mining industry as well as those factors detailed from time to time in the Company's and the risks included in our continuous disclosure filings on SEDAR+ at www.sedarplus.ca.

Although the Company has attempted to identify important factors that could cause our actual results, performance or achievements to differ materially from those described in our forward-looking statements, there may be other factors that cause our results, performance or achievements not to be as anticipated, estimated or intended. There can be no assurance that our forward-looking statements will prove to be accurate, as our actual results, performance or achievements could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on our forward-looking statements.

SOURCE Capstone Copper Corp.