LIMA, Peru, Sept. 9, 2024 — Volcan Compañía Minera S.A.A., a publicly held corporation (sociedad anónima abierta) organized under the laws of the Republic of Peru (“Volcan” or the “Company“), hereby announces the expiration and final results as of 5:00 p.m. (New York City time) on September 6, 2024 (the “Expiration Deadline“) of the previously announced offer to Eligible Holders (as defined below) to exchange (the “Exchange Offer“) any and all of its outstanding 4.375% Senior Notes due 2026 (the “Existing Notes“) for newly issued 8.750% Senior Secured Notes due 2030 (the “New Notes“), and concurrent solicitation (the “Solicitation“), pursuant to the terms and subject to the conditions set forth in the confidential exchange offer memorandum and consent solicitation statement, dated August 5, 2024 in respect of the Exchange Offer and Solicitation, as supplemented by Supplement No. 1 dated as of August 15, 2024 (the “Exchange Offer Memorandum“).
Any capitalized terms used in this press release without definition have the respective meanings assigned to such terms in the Exchange Offer Memorandum.
According to information received from D.F. King & Co., Inc., the Exchange Agent and the Information Agent (the “Exchange and Information Agent“), as of the Expiration Deadline, Volcan had received valid tenders and Consents from registered holders of the Existing Notes (individually, a “Holder” and collectively, the “Holders“) of U.S.$297,014,000 in aggregate principal amount of the Existing Notes, representing approximately 81.37% of its principal amount outstanding.
On the terms and subject to the conditions set forth in the Exchange Offer Memorandum, Volcan has accepted the total amount of U.S.$297,014,000 aggregate principal amount of Existing Notes tendered pursuant to the Exchange Offer, and on the Settlement Date (as defined below) it expects to (i) issue U.S.$299,872,000 aggregate principal amount of Existing Notes as consideration for the accepted Existing Notes, and (ii) enter into a second supplemental indenture to implement the Proposed Amendments to the Existing Indenture.
The settlement date is expected to be on or around September 10, 2024 (the “Settlement Date“), which is the second business day following the Expiration Deadline. In addition to the total consideration of U.S.$1,010 for each U.S.$1,000 aggregate principal amount of Existing Notes validly tendered and accepted, Eligible Holders will be paid in cash the accrued and unpaid interest, if any, from the last payment date for the Existing Notes up to, but not including, the Settlement Date.
The Minimum Exchange Condition has been waived by lenders representing a majority of the loan obligations pursuant to the terms of the Credit Agreement. All other conditions to consummate the Exchange Offer, including the Expenses Payment Condition, are expected to be satisfied or waived on the Settlement Date, pursuant to the terms of the Exchange Offer.
The Company will not receive any cash proceeds from the Exchange Offer or the issuance of the New Notes to be issued in the Exchange Offer. The Existing Notes acquired by the Company pursuant to the Exchange Offer will be cancelled and will not be reissued.
The New Notes were offered for exchange only (a) in the United States to holders of Existing Notes who are reasonably believed to be “qualified institutional buyers” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act“)) in reliance upon the exemption from the registration requirements of the Securities Act, and (b) outside the United States to holders of Existing Notes who are persons other than “U.S. persons” (as defined in Rule 902 under the Securities Act) in reliance upon Regulation S under the Securities Act.
This press release does not constitute an offer to buy or the solicitation of an offer to sell the Existing Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. This press release does not constitute an offer to sell or the solicitation of an offer to buy the New Notes, nor shall there be any sale of the New Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. The New Notes will not be registered under the Securities Act or the securities laws of any state and may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act and applicable state securities laws. The Exchange Offer and Solicitation were made only pursuant to the Exchange Offer Memorandum and only to such persons and in such jurisdictions as is permitted under applicable law. The Exchange Offer Memorandum has not been filed with or reviewed by the federal or any state securities commission or regulatory authority of any country, nor has any such commission or authority passed upon the accuracy or adequacy of the Exchange Offer Memorandum. Any representation to the contrary is unlawful and may be a criminal offense.
Cautionary Statement Regarding Forward-Looking Statements
This release may contain certain “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995. These statements are based on management’s current expectations and are subject to risks, uncertainty and changes in circumstances, which may cause actual results, performance or achievements to differ materially from anticipated results, performance or achievements. All statements contained herein that are not clearly historical in nature are forward-looking and the words “anticipate,” “estimate,” “forecasts,” “approximate,” “expect,” “project,” “intend,” “plan,” “believe,” “will,” “may” and similar expressions are generally intend to identify forward-looking statements. Volcan is under no obligation (and expressly disclaims any such obligation) to update or alter its forward-looking statements whether as a result of new information, future events or otherwise. More detailed information about these and other factors is set forth in the Exchange Offer Memorandum.
About Volcan
Volcan is a polymetallic mining company incorporated under the laws of Peru and is a significant producer of zinc, lead and silver. Volcan’s operations and assets are located in the central mountains of the Peruvian Andes and include the operating units, Yauli, Chungar, Alpamarca and Cerro de Pasco.
SOURCE Volcan Compañía Minera S.A.A.
