REG-Endeavour Announces Offer to Purchase for Cash any and all Senior Notes Due 2026

Endeavour MiningAnnouncement

19/05/2025 09:00

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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 OFFER TO PURCHASE FOR CASH ANY AND ALL SENIOR NOTES DUE
2026

London, 19 May 2025 – Endeavour Mining plc (LSE & TSX: EDV) (the
“Offeror”) has today launched an offer to holders of its outstanding
5.000% Senior Notes due 2026 (the “Notes”) to tender any and all such
Notes for purchase by the Offeror on the terms and subject to the conditions
described in the Offer to Purchase dated May 19, 2025 (the “Offer to
Purchase”) (the “Offer”). The purchase of any Notes by the Offeror is
expected to be made with proceeds from the issuance of new U.S.$-denominated
senior notes. The terms and conditions of the Offer are described in the Offer
to Purchase. Capitalized terms used in this announcement but not defined have
the meanings given to them in the Offer to Purchase.

The Offer will expire at 5:00 p.m. (New York City time) on May 28, 2025 (the
“Expiration Deadline”) unless extended, re-opened, withdrawn or terminated
at the sole discretion of the Offeror as provided in the Offer to Purchase.
Tender Instructions, once submitted, may be withdrawn at any time prior to the
Expiration Deadline, but not thereafter. The deadline for delivery of Notes
tendered according to the guaranteed delivery procedures, as described in the
Offer to Purchase, will be 5:00 p.m. (New York City time) on May 29, 2025.

This Offer to Purchase and any other relevant notices and documents with
respect to the Offer will be available at
https://debtxportal.issuerservices.citigroup.com which is the offer website
operated by the Information and Tender Agent for the purpose of the Offer,
subject to the offer and distribution restrictions set out herein.

 Description of Notes                           144A CUSIP/ISIN Regulation S CUSIP / ISIN            Principal Amount Outstanding  Purchase Price                                                                  Acceptance Amount  
 U.S.$500,000,000 5.000% Senior Notes due 2026  29261HAA3 / US29261HAA32   G3R41AAA4 / USG3R41AAA47  U.S.$500,000,000              100.00% (equivalent to U.S.$1,000 per U.S.$1,000) in principal amount of Notes  Any and all        

The purchase price of the Notes accepted for purchase by the Offeror pursuant
to the Offer will be 100.00% of the principal amount of the Notes (the
“Purchase Price”) validly tendered in the Offer and accepted for purchase
by the Offeror.

In respect of any Notes accepted by the Offeror for purchase pursuant to the
Offer (including with respect to Notes delivered pursuant to the guaranteed
delivery procedures as set out in the Offer to Purchase), the Offeror will
also pay an amount equal to any accrued and unpaid interest on the relevant
Notes from, and including, the interest payment date for the Notes immediately
preceding the Settlement Date, which is expected to be no later than May 300,
2025, to, but excluding, the Settlement Date (the “Accrued Interest
Payment”). Unless the Offeror defaults in making such payment, any Notes
accepted for purchase pursuant to the Offer will cease to accrue interest
after the Settlement Date. Any Notes not tendered or accepted for purchase
pursuant to the Offer will continue to accrue interest in accordance with the
Indenture of the Notes.

Notes purchased by the Offeror pursuant to the Offer will be cancelled and
will not be re-issued or re-sold.

The purpose of the Offer is to proactively manage the Offeror’s upcoming
debt maturities and to extend its debt maturity profile. The Offeror has today
announced its intention to issue new U.S.$-denominated senior notes (the
“New Notes”), subject to market conditions. The purchase of any Notes by
the Offeror pursuant to the Offer is subject to certain conditions, including
the successful completion (in the sole determination of the Offeror) of the
offering of the New Notes, resulting in net proceeds to the Offeror in a
sufficient amount to fund the purchase by the Offeror of all Notes validly
tendered and accepted pursuant to the Offer (the “New Financing
Condition”). Pricing and allocation of the New Notes is expected to occur
prior to the Expiration Deadline. For the avoidance of doubt, the New
Financing Condition shall only need to be satisfied (or waived at the sole
discretion of the Offeror) by the Settlement Date, and not by the Expiration
Deadline. The Offeror reserves the right, in its sole discretion, to waive or
modify, subject to applicable law, any one or more of the conditions to the
Offer, in whole or in part, at any time.

The Offeror intends, in connection with allocations of the New Notes, to
consider among other factors whether or not the relevant investor seeking an
allocation of the New Notes has validly tendered or indicated a firm intention
to tender Notes pursuant to the Offer, and, if so, the aggregate principal
amount of Notes tendered or intended to be tendered by such investor. When
considering allocations of any New Notes, the Offeror intends to give
preference to those investors who, prior to such allocation (which may be
before the Expiration Deadline), have tendered, or indicated to the Offeror or
a Dealer Manager their firm intention to tender, Notes. Any such preference
will, subject to the sole and absolute discretion of the Offeror, be
applicable up to the aggregate principal amount of Notes tendered or firmly
indicated to be tendered by such Noteholder pursuant to the Offer. However,
the Offeror is not obliged to allocate any New Notes to an investor which has
validly tendered or indicated a firm intention to tender Notes pursuant to the
Offer, and therefore there can be no assurance that any New Notes will be
allocated to such investor.

Neither this announcement nor the Offer to Purchase constitute an offer to
sell or solicitation of an offer to buy any New Notes. Any allocation of any
New Notes, while being considered by the Offeror as set out above, will be
made in accordance with customary new issue allocation processes and
procedures and Noteholders should contact a Dealer Manager for further
information in this regard, including any relevant deadlines.

Subject to applicable law, the Offeror reserves the right, in its sole and
absolute discretion, to extend, re-open, withdraw or terminate the Offer and
to amend or waive any of the terms and conditions of the Offer at any time
following the announcement of the Offer, as described in the Offer to
Purchase. Details of any such extension, re-opening, withdrawal, termination,
amendment or waiver will be notified to the Noteholders as soon as possible
after such decision is made.

The purchase of the Notes pursuant to the Offer may only be made after the
submission of a valid Tender Instruction. Subject to applicable law, the
acceptance for purchase by the Offeror of the Notes validly tendered pursuant
to the Offer is conditional on the satisfaction or waiver of the New Financing
Condition and the other conditions described in the Offer to Purchase and is
at the sole and absolute discretion of the Offeror.

The Offeror expects to finance the purchase of the Notes validly tendered and
accepted for purchase pursuant to the Offer with the proceeds of the issuance
of the New Notes. The Offer is conditioned upon, among other things, the
satisfaction or waiver of the New Financing Condition. No assurance can be
given that the offering of New Notes will be priced on the terms currently
envisioned or at all. The offering of New Notes is not conditioned upon the
completion of the Offer. Additional conditions to the Offer are described in
the Offer to Purchase.

The Offeror is making the Offer only in those jurisdictions where it is legal
to do so.

If any Notes remain outstanding following completion of the Offer, the Offeror
expects to redeem such remaining Notes in full on or after October 14, 2025.
However, the Offeror cannot assure you that such remaining Notes will be so
redeemed. In addition, in connection with certain tender offers for the Notes
and subject to certain conditions, if holders of not less than 90% in
aggregate principal amount of the Notes validly tender, the Issuer or such
third party will have the right to redeem the Notes that remain outstanding in
whole, but not in part, following such purchase at a price equal to the price
offered to each other holder of the Notes.

Whether or not the purchase of any Notes pursuant to the Offer is completed,
the Offeror or any of its subsidiaries reserve the right to take one or more
future actions at any time in respect of the Notes that remain outstanding
after the consummation of the Offer and may, to the extent permitted by
applicable law, continue to acquire, from time to time during or after the
Offer, Notes other than pursuant to the Offer, including through open market
purchases, privately negotiated transactions, tender offers, exchange offers
or otherwise, upon such terms and at such prices as they may determine, which
may be more or less than the price to be paid pursuant to the Offer and could
be for cash or other consideration or otherwise on terms more or less
favorable than those contemplated in the Offer. Nothing in this announcement
constitutes a notice of redemption pursuant to the Indenture.

The Offeror will only accept tenders of Notes for purchase pursuant to the
Offer which are made by way of the submission of valid Tender Instructions in
accordance with the procedures set out in the Offer to Purchase.

Only a Direct Participant in DTC can properly instruct DTC with regard to
submitting Tender Instructions. In so instructing, the Direct Participant, and
the tendering Noteholder on whose behalf it is acting, will be deemed to have
read and agreed to be bound by the terms and conditions of the Offer contained
in the Offer to Purchase.

If a Noteholder holds its Notes through a custodian or other intermediary,
such Noteholder may not submit a Tender Instruction directly. Any such
Noteholder should therefore arrange for the Direct Participant through which
it holds the relevant Notes to submit a Tender Instruction on its behalf to
DTC by the deadlines specified by DTC. In the event that the relevant
custodian or intermediary is unable to submit a Tender Instruction on its
behalf by one of the methods described herein, the Noteholder should contact
the Information and Tender Agent for assistance in submitting its Tender
Instruction. There can be no assurance that the Information and Tender Agent
will be able to assist any such Noteholders in successfully submitting a
Tender Instruction.

To tender Notes in the Offer, a holder of Notes should deliver, or arrange to
have delivered on its behalf, via DTC and in accordance with the requirements
of DTC, a valid Tender Instruction that is received by the Information and
Tender Agent by the Expiration Deadline.

Tender Instructions must be submitted in respect of a principal amount of
Notes of no less than U.S.$200,000 and in integral multiples of U.S.$1,000 in
excess thereof.

Noteholders are advised to check with any bank, securities broker or other
intermediary through which they hold Notes when such intermediary would
require to receive instructions from a Noteholder in order for that Noteholder
to be able to participate in, or revoke their instruction to participate in,
the Offer before the deadlines specified above. The deadlines set by any such
intermediary and DTC for the submission of Tender Instructions will be earlier
than the relevant deadlines specified above.

The tendering of Notes will be deemed to have occurred upon receipt by the
Information and Tender Agent via DTC of a valid Tender Instruction submitted
in accordance with the requirements of DTC. The receipt of such Tender
Instruction by DTC will be acknowledged in accordance with the standard
practices of such DTC and will result in the blocking of the relevant Notes in
the Noteholder’s account at DTC so that no transfers may be effected in
relation to such Notes.

     THE OFFEROR

 Endeavour Mining plc  5 Young Street London W8 5EH London  United Kingdom  Questions and requests for information in connection with the Offer may be directed to the Dealer Managers.                                                                                                                                                                                                                                                                                                                                                                                                  
 THE DEALER MANAGERS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
 BMO Capital Markets  New York Office:  151 West 42nd Street  New York, New York 10036  United States of America  Telephone (U.S. Toll Free): +1 (833)  418-0762  Telephone (U.S. Collect): +1 (212)  702-1840   London Office:  Sixth Floor, 100 Liverpool      Citigroup Global Markets Limited  Citigroup Centre  Canada Square  Canary Wharf  London E14 5LB  United Kingdom   Attention: Liability Management Group   In Europe:  Telephone: +44 20 7986 8969  In the United States:  Toll Free: +1 800 558 3745  Collect: +1 212 723 6106  Email:                                  
 Street  London EC2M 2AT  United Kingdom  Telephone: +44 20 7665 8746  Email: LiabilityManagement@bmo.com                                                                                                                                                        liabilitymanagement.europe@citi.com                                                                                                                                                                                                                                                                                     
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

Questions and requests for assistance in connection with the delivery of
Tender Instructions may be directed to the Information and Tender Agent.

 THE INFORMATION AND TENDER AGENT                                                                                                                                                           
 Citibank, N.A., London Branch  Citigroup Centre  Canada Square  London E14 5LB  United Kingdom   Attention: Exchange Team   Telephone: +44 (0)20 7508 3867  Email: citiexchanges@citi.com  

DISCLAIMER This announcement must be read in conjunction with the Offer to
Purchase. This announcement and the Offer to Purchase contain important
information which should be read carefully before any decision is made with
respect to the Offer. 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. Any individual or company whose Notes are held on its behalf by a
broker, dealer, bank, custodian, trust company or other nominee or
intermediary must contact such entity if it wishes to participate in the
Offer. None of the Offeror, 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. Noteholders should consult with
their own advisers as needed to assist them in making an investment decision
and to advise them whether they are legally permitted to participate in the
Offer.

None of the Dealer Managers, the Information and Tender Agent, the Offeror or
any of their respective directors, officers, employees or affiliates make any
representation or recommendation whatsoever regarding this announcement, the
Offer to Purchase, the Offer or any recommendation as to whether Noteholders
should tender Notes in the Offer or otherwise participate in the Offer or
subscribe for New Notes. 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 Offer, the Offeror, any of its affiliates or
the Notes contained in this announcement, the Offer to Purchase or the New
Notes or for any failure by the Offeror to disclose events that may have
occurred and may affect the significance or accuracy of such information.

Any investment decision to purchase any New Notes should be made solely on the
basis of the information contained in the final offering memorandum to be
prepared in connection with the offering, issue and listing of the New Notes
(the “Offering Memorandum”) and no reliance is to be placed on any
representations other than those contained in the Offering Memorandum. The
Offeror has also prepared an offering memorandum in preliminary form dated May
19, 2025, relating to the New Notes (the “Preliminary Offering
Memorandum”). Subject to compliance with all applicable securities laws and
regulations, the Preliminary Offering Memorandum is available from the Dealer
Managers (in their capacities as joint bookrunners of the issue of the New
Notes) on request.

The New Notes have not been, and will not be, registered under the Securities
Act of 1933, as amended (the “Securities Act”) or the securities laws of
any other jurisdiction. Securities may not be offered in the United States
absent registration or an exemption from registration. Accordingly, the New
Notes are being offered and sold only to investors who are either (1)
qualified institutional buyers (“QIBs”) as defined in and in reliance on
Rule 144A under the Securities Act of 1933 or (2) outside the United States in
compliance with Regulation S under the Securities Act. Nothing in this
announcement or the Offer to Purchase constitutes an offer to sell or the
solicitation of an offer to buy the New Notes in the United States or any
other jurisdiction. The New Notes have not been, and will not be, registered
under the Securities Act or the securities laws of any state or other
jurisdiction of the United States and may not be offered, sold or delivered,
directly or indirectly, within the United States or to, or for the account or
benefit of, U.S. Persons, except in transactions exempt from the registration
requirements of the Securities Act.

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”).

The New Notes 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.

OFFER AND DISTRIBUTION RESTRICTIONS

Neither this announcement nor the Offer to Purchase constitutes an invitation
to participate in the Offer in any jurisdiction in or from which, or to or
from any person to or from whom, it is unlawful to make such invitation or for
there to be such participation under applicable securities, blue sky or other
laws. 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
Offeror, 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 Offeror.

Neither this announcement, the Offer to Purchase nor the electronic
transmission thereof constitutes an offer to buy or the solicitation of an
offer to sell Notes (and tenders of Notes for purchase pursuant to the Offer
will not be accepted from Noteholders) in any circumstances in which such
offer or solicitation is unlawful. In those jurisdictions where the
securities, blue sky or other laws require the Offer to be made by a licensed
broker or dealer and any Dealer Manager or any of their respective affiliates
is such a licensed broker or dealer in any such jurisdiction, the Offer shall
be deemed to be made by such Dealer Manager or such affiliate, as the case may
be, on behalf of the Offeror in such jurisdiction.

Each of the Offeror, the Dealer Managers and the Information and Tender Agent
reserves the right, in its sole and absolute discretion, to investigate, in
relation to any tender of Notes for purchase pursuant to the Offer, whether
any such representation given by a Noteholder is correct and, if such
investigation is undertaken and as a result the Offeror determines (for any
reason) that such representation is not correct, such tender or submission may
not be accepted.

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                  
 investor@endeavourmining.com          ccable@brunswickgroup.com      

Attachment
*     250519 - NR - Tender offer launch announcement
(https://ml-eu.globenewswire.com/Resource/Download/723354f3-17ec-437f-9bb7-32b66fdba6ee)