Endeavour Announces Completion of US$500 Million Senior Notes Offering and Results of Tender Offer

        

NOT FOR DISTRIBUTION TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT. PERSONS INTO WHOSE POSSESSION THIS DOCUMENT COMES ARE REQUIRED TO INFORM THEMSELVES ABOUT, AND TO OBSERVE, ANY SUCH RESTRICTIONS.

ENDEAVOUR ANNOUNCES COMPLETION OF US$500 MILLION SENIOR NOTES OFFERING AND RESULTS OF TENDER OFFER

London, 29 May 2025 – Endeavour Mining plc ((LSE:EDV, TSX:EDV, OTCQX:EDVMF) (the “Company”) is pleased to announce that it has completed its previously announced offering (the “Offering”) of US$500.0 million 7.000% senior notes due 2030 (the “New Notes”) as part of its refinancing strategy.

The proceeds of the Offering, together with cash on hand, will be used to (i) finance the purchase of any and all of the Company’s outstanding 5.000% Senior Notes due 2026 (the “Existing Notes”) validly tendered and accepted for purchase by the Company pursuant to the cash tender offer launched by the Company concurrently with the Offering (the “Tender Offer”) and (ii) pay fees and expenses in relation to the Offering and the Tender Offer.

The Company also announces that US$464,278,000 aggregate principal amount of Existing Notes have been tendered in the Tender Offer. Following completion of the Tender Offer, the Company expects to exercise its right under the Existing Notes to redeem in full the remaining Existing Notes not tendered pursuant to the Tender Offer, at the Purchase Price paid to the tendering Noteholders. Nothing in this announcement constitutes a notice of redemption pursuant to the Indenture.

TENDER OFFER RESULTS

The Tender Offer, conducted pursuant to the terms and on the conditions set out in the offer to purchase dated 19 May 2025 (the “Offer to Purchase”), expired at 5:00 p.m. (New York City time) on 28 May 2025 (the “Expiration Deadline”). The deadline for delivery of Existing Notes tendered according to the guaranteed delivery procedures, as described in the Offer to Purchase is 5:00 p.m. (New York City time) on 29 May 2025. Capitalised terms used in this announcement but not defined have the meanings given to them in the Offer to Purchase.

The Company announces that US$464,278,000 aggregate principal amount of Existing Notes were validly tendered and not withdrawn at or prior to the Expiration Deadline and will be accepted for purchase by the Company. These amounts include US$214,000 aggregate principal amount of Existing Notes tendered pursuant to the guaranteed delivery procedures described in the Offer to Purchase, the purchase of which by the Company remains subject to the Noteholders’ performance of the delivery requirements under such procedures.

Description of Existing Notes	144A CUSIP/ISIN Regulation S CUSIP / ISIN	Aggregate Principal Amount Accepted(1)	Principal Amount Outstanding Following Completion of the Offer(1)	Purchase Price(2)
US$500,000,000 5.000% Senior Notes due 2026	29261HAA3 / US29261HAA32   G3R41AAA4 / USG3R41AAA47	US$464,278,000	US$35,722,000	100.00% (equivalent to US$1,000 per US$1,000) in principal amount of Existing Notes

(1) Assumes that all Existing Notes tendered pursuant to the guaranteed delivery procedures are delivered to the Information and Tender Agent at or prior to 5:00 p.m., New York City time, on 29 May 2025 and otherwise in accordance with the notice of guaranteed delivery. (2) Per US$1,000 principal amount of Existing Notes accepted for purchase and excluding Accrued Interest.

The New Financing Condition to the Tender Offer has been satisfied and the Company will pay the applicable Purchase Price with respect to Existing Notes accepted for purchase promptly after the Expiration Deadline, on the settlement date which is expected to be 30 May 2025 (the “Settlement Date”). In addition, holders of Existing Notes accepted for purchase in the Tender Offer will be paid a cash amount equal to accrued and unpaid interest from the last interest payment date up to, but excluding, the Settlement Date (“Accrued Interest”). Existing Notes purchased in the Tender Offer will be retired and cancelled. Any Existing Notes not tendered or accepted for purchase pursuant to the Tender Offer will continue to accrue interest in accordance with the Indenture of the Existing Notes.

Following completion of the Tender Offer, the Company expects to exercise its right under the Existing Notes to redeem in full the remaining Existing Notes not tendered pursuant to the Tender Offer, at the Purchase Price paid to the tendering Noteholders. Nothing in this announcement constitutes a notice of redemption pursuant to the Indenture.

DISCLAIMER This announcement must be read in conjunction with the Offer to Purchase. If you are in any doubt as to the contents of this announcement or the Offer to Purchase or the action you should take, you are recommended to seek your own financial, regulatory, tax and legal advice, including as to any tax consequences, immediately from your broker, bank manager, solicitor, accountant or other independent financial or legal adviser. None of the Company, the Dealer Managers or the Information and Tender Agent is providing Noteholders with any legal, business, tax or other advice in this announcement or the Offer to Purchase. 

None of the Dealer Managers, the Information and Tender Agent or any of their respective directors, officers, employees, agents or affiliates assumes any responsibility for the accuracy or completeness of the information concerning the Tender Offer, the Company, any of its affiliates or the notes contained in this announcement, the Offer to Purchase or the New Notes or Existing Notes or for any failure by the Company to disclose events that may have occurred and may affect the significance or accuracy of such information.

OFFER AND DISTRIBUTION RESTRICTIONS

The New Notes issued in connection with the Offering have not been and will not be registered under the US Securities Act of 1933 or the securities laws of any other jurisdiction. Securities may not be offered in the United States absent registration or an exemption from registration. No action has been or will be taken in any jurisdiction in relation to the New Notes to permit a public offering of securities.

The New Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (“EEA”). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; or (ii) a customer within the meaning of Directive 2016/97/EU (as amended, the “Insurance Distribution Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (as amended, the “Prospectus Regulation”). No key information document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling the New Notes or otherwise making them available to retail investors in the EEA has been prepared. Offering or selling the New Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

The New Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom (the “UK”). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No. 2017/565 as it forms part of domestic law by virtue of the EUWA; (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (as amended, “FSMA”) and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No. 600/2014 as it forms part of domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of the UK Prospectus Regulation. Consequently, no key information document required by Regulation (EU) No. 1286/2014 as it forms part of domestic law by virtue of the EUWA (as amended the “UK PRIIPs Regulation”) for offering or selling the New Notes or otherwise making them available to retail investors in the UK has been prepared, and therefore, offering or selling the New Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.

MiFID II professionals / ECPs-only / No PRIIPs KID – Manufacturer target market (MiFID II product governance) is eligible counterparties and professional clients only (all distribution channels).

This announcement is being distributed to, and is directed at, only persons who (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Financial Promotion Order”), (ii) are persons falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, partnerships or high value trusts etc.) of the Financial Promotion Order, (iii) are outside the United Kingdom or (iv) are persons to whom an invitation or inducement to engage in investment activity within the meaning of section 21 of the Financial Services and Markets Act 2000 (the “FSMA”) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “Relevant Persons”). The investments to which this announcement relates are available only to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such investments will be available only to or will be engaged in only with, Relevant Persons. Any person who is not a relevant person should not act or rely on this announcement or any of its contents. Persons distributing this announcement must satisfy themselves that it is lawful to do so.

The New Notes have not been nor will they be qualified for sale to the public under applicable Canadian securities laws and, accordingly, any offer and sale of the New Notes in Canada will be made on a basis which is exempt from the prospectus requirements of Canadian securities laws and the New Notes will be subject to “hold period” resale restrictions under applicable Canadian securities laws.

The distribution of this announcement in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which they are released, published or distributed, should inform themselves about, and observe, such restrictions. Any failure to comply with these restrictions may constitute a violation of the laws of any such jurisdiction.

The distribution of this announcement and the Offer to Purchase in certain jurisdictions may be restricted by law. Persons into whose possession this announcement or the Offer to Purchase comes are required by each of the Company, the Dealer Managers and the Information and Tender Agent to inform themselves about, and to observe, any such restrictions. No action that would permit a public offer has been or will be taken in any jurisdiction by the Dealer Managers or by the Company.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION

This announcement contains “forward-looking statements” within the meaning of applicable securities laws. All statements, other than statements of historical fact, are “forward-looking statements”, including but not limited to, statements with respect to the Company’s intentions with regards to any offering of the New Notes. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms “anticipate,” “expect,” “suggests,” “plan,” “believe,” “intend,” “estimates,” “targets,” “projects,” “forecasts,” “should,” “could,” “would,” “may,” “will” and other similar expressions or, in each case, their negative or other variations or comparable terminology and similar expressions.

Forward-looking statements, while based on management’s reasonable estimates, projections and assumptions at the date the statements are made, are subject to risks and uncertainties that may cause actual results to be materially different from those expressed or implied by such forward-looking statements.

Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Please refer to the Company’s most recent Annual Information Form filed under its profile at www.sedarplus.ca for further information respecting the risks affecting the Company, its subsidiaries and its business.

These forward-looking statements speak only as of the date of this announcement. Except as required by applicable law and regulation, the Company does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

ABOUT ENDEAVOUR MINING PLC

Endeavour Mining is one of the world’s top gold miners and one of the largest gold producers in West Africa, with operating assets across Senegal, Côte d’Ivoire and Burkina Faso and a strong portfolio of advanced development projects and exploration assets in the highly prospective Birimian Greenstone Belt across West Africa.

A member of the World Gold Council, Endeavour is committed to the principles of responsible mining and delivering sustainable value to its employees, stakeholders and the communities where it operates. Endeavour is admitted to listing and to trading on the London Stock Exchange and the Toronto Stock Exchange, under the symbol EDV.

Neither the Toronto Stock Exchange nor the Investment Industry Regulatory Organization of Canada accepts responsibility for the adequacy or accuracy of this press release.

CONTACT INFORMATION 

For Investor Relations enquiries:	For Media enquiries:
Jack Garman	Brunswick Group LLP in London
Vice President of Investor Relations	Carole Cable, Partner
+442030112723	+442074045959
[email protected]	[email protected]

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