Offering of Senior Notes
On February 22, 2021, the Company issued a press release announcing the launch of an offering (the “Offering”) of $350,000,000 of
senior unsecured notes due 2029 (the “Notes”) through a private placement to certain eligible purchasers. The Company intends to use the proceeds of the offering of the Notes to fund the repurchase of the Existing Notes (including applicable fees
and expenses), any subsequent redemptions of the Existing Notes and to pay the fees and expenses in connection with the offering of the Notes. Any additional proceeds after such repurchases will be used for general corporate purposes. The offering
of the Notes is not conditioned on the completion of the repurchase of the Existing Notes. If the repurchase of the Existing Notes is not completed, the Company intends to use the net proceeds from the offering of the Notes for general corporate
purposes. A copy of the press release is attached as Exhibit 99.2 hereto and is incorporated herein by reference.
Potential Amendment to Credit Agreement
The Company expects to enter into a fifth amendment (the “Amendment”) to its credit agreement, dated as of September 29, 2017 (as
previously amended, the “Credit Agreement”), by and among the Company, as borrower, certain subsidiaries of the Company, as guarantors, Bank of America, N.A., as administrative agent and the lenders party thereto, effective substantially concurrently
with the completion of the Offering. The Amendment contemplates extending the maturity date of the senior secured revolving credit facility (“RCF”) provided under the Credit Agreement to the fourth anniversary of the Amendment effective date. The
Amendment would also permit the Company to obtain one or more increases of the RCF, which is currently in the amount of $300,000,000, after the effective date of the Amendment in an aggregate amount of up to $100,000,000 in incremental loans and
commitments, subject to certain conditions, including obtaining commitments from relevant lenders to provide such increase. Among other customary conditions, execution of the Amendment is conditioned upon the commencement and completion of the Tender
Offer. This offering is not contingent upon the effectiveness of the Amendment.
The press release is neither an offer to sell nor a solicitation of an offer to buy the Notes or any other securities and shall not
constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful. The Notes and the guarantees thereof have not been registered under the Securities Act or any state securities laws and may not be
offered or sold in the United States absent registration or applicable exemption from the registration requirements under the Securities Act and applicable state securities laws. The Notes are expected to be offered and sold only to qualified
institutional buyers pursuant to Rule 144A under the Securities Act and to non-U.S. persons outside of the United States pursuant to Regulation S under the Securities Act. The press release is being issued in accordance with Rule 135c under the
Securities Act.
Cautionary Statement Regarding Forward-Looking Statements
This current report on Form 8-K contains forward-looking statements within the meaning of securities legislation in the United States
and Canada, including statements regarding the Company’s intention to redeem any Existing Notes that are not tendered in the Tender Offer and the offering of the Notes, which is subject to market and other conditions, the amount and terms of the
Notes and the Company’s intended use of proceeds and future liquidity. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the Company’s 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, among others, the risk regarding whether the Notes will be sold, in the amounts described above or
at all, the use of proceeds from the Notes, whether the Tender Offer or any redemption of Existing Notes will be completed on the time or terms described and the risk that anticipated production, cost, expenditure and expense levels are not attained;
the risks and hazards inherent in the mining business (including risks inherent in developing large-scale mining projects, environmental hazards, industrial accidents, weather or geologically related conditions); changes in the market prices of gold,
silver, zinc and lead and treatment and refining charges of gold, silver, zinc and lead, and a sustained lower price or higher treatment and refining charge environment; the impact of the novel coronavirus (COVID-19) pandemic, including disruptions
to operations, the need for heightened health and safety protocols to minimize exposure and transmission risk, and disruptions to our vendors, suppliers and the communities where we operate; the uncertainties inherent in our production, exploratory
and developmental activities, including risks relating to permitting and regulatory delays (including the impact of government shutdowns), ground conditions and grade variability; any future labor disputes or work stoppages (involving us or our
subsidiaries or third parties); the uncertainties inherent in the estimation of gold, silver, zinc and lead mineral reserves and mineralized material; changes that could result from any future acquisition of new mining properties or businesses; the
loss of access to or insolvency of any third-party smelter to whom we market our production; the effects of environmental and other governmental regulations and government shut-downs; the risks inherent in the ownership or operation of or investment
in mining properties or businesses in foreign countries; and our ability to raise additional financing necessary to conduct our business, make payments or refinance our debt; and other uncertainties and risk factors set out in filings made from time
to time with the United States Securities and Exchange Commission, and the Canadian securities regulators, including, without limitation, the Company’s most recent report on Form 10-K. Actual results, developments and timetables could vary
significantly from the estimates presented. Readers are cautioned not to put undue reliance on forward-looking statements. The Company disclaims any intent or obligation to update publicly such forward-looking statements, whether as a result of new
information, future events or otherwise. Additionally, the Company undertakes no obligation to comment on analyses, expectations or statements made by third parties in respect of the Company, its financial or operating results or its securities.
This report does not constitute an offer of any securities for sale.