Ivanhoe Mines Closes C$575 Million Private Placement
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.
