REG-Endeavour announces pricing of US$500.0 million 5-year senior notes

Endeavour MiningAnnouncement

21/05/2025 20:00

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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 PRICING OF US$500.0 MILLION 
5-YEAR SENIOR NOTES

London, 21 May 2025 – Endeavour Mining plc (LSE:EDV, TSX:EDV, OTCQX:EDVMF)
(the “Company”, together with its subsidiaries, the “Group”) is
pleased to announce the pricing of its offering (the “Offering”) of
US$500.0 million fixed rate senior notes due 2030 (the “Notes”) as part of
its refinancing strategy.

Interest on the Notes will be payable semi-annually at a rate equal to 7.000%
per annum. The Notes are expected to settle on or around 28 May 2025, subject
to customary conditions, and the Notes will mature on 28 May 2030. 

The proceeds of the Notes, together with cash on hand, will be used to (i)
finance the purchase of any and all of the Company’s outstanding U.S.$500.0
million in aggregate principal amount of 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, together with the Offering, the
“Transactions”) and (ii) pay fees and expenses in relation to the
Transactions.

The Notes will extend the maturity of the Company’s existing debt structure
providing increased financial flexibility.

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.

IMPORTANT INFORMATION

This announcement is for informational purposes only and does not constitute
an offer to sell or the solicitation of an offer to buy the Notes or the
guarantees thereof (the “Guarantees”), nor shall it constitute an offer,
solicitation or sale in any jurisdiction in which, or to any person to whom,
such offer, solicitation or sale would be unlawful. The Notes and the
Guarantees have not been and will not be registered under the U.S. 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 Notes or the Guarantees to permit a public offering of
securities. There is no assurance that any Notes offering will be completed
or, if completed, as to the terms on which it is completed.

The Notes and the Guarantees 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 Notes or the Guarantees or
otherwise making them available to retail investors in the EEA has been
prepared. Offering or selling the Notes or the Guarantees or otherwise making
them available to any retail investor in the EEA may be unlawful under the
PRIIPs Regulation.

The Notes and the Guarantees 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 Notes or the Guarantees or otherwise making them available to retail
investors in the UK has been prepared, and therefore, offering or selling the
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 Notes and the Guarantees 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 Notes in Canada will be made on a basis which is exempt
from the prospectus requirements of Canadian securities laws and the 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.

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 Group’s intentions with regards
to any offering of the Notes and the Guarantees. 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 Group’s most recent Annual Information Form
filed under its profile at www.sedarplus.ca for further information respecting
the risks affecting the Group 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.

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      

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