NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
VANCOUVER, British Columbia, March 04, 2025 (GLOBE NEWSWIRE) — Bear Creek Mining Corporation (TSXV:BCM) (BVL: BCM) (“Bear Creek” or the “Company”) announces that it has entered into an agreement with BMO Capital Markets to act as sole bookrunner, on behalf of a syndicate of underwriters (collectively, the “Underwriters”), on a bought deal basis, for a private placement of 64,445,000 common shares of the Company (each, a “Share”), at a price of C$0.225 per Share (the “Offering Price”) to raise aggregate gross proceeds of approximately C$14.5 million (the “Offering”). Pursuant to the Offering, the Company has granted the Underwriters an option to purchase an additional 9,666,750 Shares pursuant to the Offering for additional gross proceeds of approximately C$2.2 million (the “Underwriters’ Option”). The Company further announces the retirements of Mr. Andrew Swarthout and Ms. Sandra Daycock from the Board and is pleased to announce the appointments of Peter C. Mitchell and Ian Grundy to the Board. In addition, the Company intends to enter into certain amending agreements with each of Sandstorm Gold Ltd. (“Sandstorm”) and Equinox Gold Corp. (“Equinox”) to temporarily defer the payment of interest under certain outstanding debt arrangements, subject to negotiating and entering into such amending agreements and approval and acceptance of same by the TSX Venture Exchange. Furthermore, Sandstorm intends to extend up to US$6.5 million in additional credit to the Company for working capital purposes under the Sandstorm Promissory Note (as defined below).
Brokered Private Placement
The Company intends to complete a private placement of Shares on a bought deal basis at a price of C$0.225 per Share for aggregate gross proceeds of approximately C$16.7 million (assuming full exercise of the Underwriters’ Option).
The Offering is expected to close on or about March 11, 2025 or such other date as the Company may determine (the “Closing Date”). Closing of the Offering is subject to receipt of conditional acceptance from the TSX Venture Exchange (“TSXV”). The Shares issued under the Offering will be subject to certain resale restrictions including a hold period of four months and a day from the Closing Date.
It is intended that each of Sandstorm and Equinox will participate in the Offering, with each purchasing 32,222,500 Shares for gross proceeds of approximately C$7.3 million. Currently, Sandstorm and Equinox hold 45,492,399 and 25,397,160 Shares, respectively, which represent approximately 19.97% and 11.15%, respectively, of the total issued and outstanding Shares. Accordingly, each of Equinox and Sandstorm are a “related party” of the Company and the Offering will constitute a “related party transaction” (as each term is defined in Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”)). The Company intends to rely on the specified markets exemption from the formal valuation requirement set forth in subsection 5.5(b) of MI 61-101 and the financial hardship exemption from the minority shareholder approval requirements set out in subsection 5.7(1)(c) of MI 61-101.
The Company intends to use net proceeds of the Offering to support exploration and resource drilling at the Company’s Mercedes mine in Mexico (“Mercedes”), to build a ventilation raise bore and secondary escape way at the Marianas deposit at Mercedes to ensure safe production and for general working capital purposes, the latter of which will include reducing Mercedes’ trade payables over the next quarter.
The securities that will be offered in the Offering have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or exemptions from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the U.S., nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. “United States” and “U.S. person” are as defined in Regulation S under the U.S. Securities Act.
Retirement of Directors
Mr. Andrew Swarthout and Ms. Sandra Daycock have notified the Company of their intention to retire from the Board effective on closing of the Offering, the Debt Amendments (as defined below) and the Credit Extension (as defined below).
Mr. Swarthout co-founded Bear Creek Mining in 2003 …
