Bear Creek Mining Announces $9.5 Million Bought Deal Financing

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VANCOUVER, British Columbia, Sept. 28, 2023 (GLOBE NEWSWIRE) -- Bear Creek Mining Corporation (TSXV: BCM) (BVL: BCM) (the “Company”) announces today that it has entered into an agreement with BMO Capital Markets (“BMO”), under which BMO has agreed to buy on bought deal basis 27,200,000 Units (the “Units”), at a price of $0.35 per Unit for gross proceeds of $9.5 million (the “Offering”). Each unit will be comprised of one common share of the Company (a “Common Share”) and one common share purchase warrant of the Company (“Warrant”). Each Warrant will be exercisable to acquire one common share of the Company (a “Warrant Share”) for a period of 60 months following the closing date of the Offering at an exercise price of $0.42 per Warrant Share, subject to adjustment in certain events.

The Company has granted BMO a 30-day option to purchase up to an additional 15% of the Units offered in the Offering on the same terms and conditions (the “Over-Allotment Option”). The Over-Allotment Option may be exercised in whole or in part to purchase Common Shares, Warrants or Units as determined by BMO. The offering is expected to close on or about October 5, 2023 and is subject to the Company receiving all necessary regulatory approvals.

The net proceeds of the offering will be used to support additional development work at Mercedes, to expand on recent positive drill results of up to 62.6 g/t of gold over 5.2 meters (see Bear Creek news release dated August 30, 2023) and for general working capital purposes, the latter of which includes approximately 30% (approximately US$2.1 million) of the net proceeds of the Equity Financing intended to be used to decrease trade payables to a normalized level over the next 2 quarters.

As disclosed in the press release earlier today, as part of the Restructuring Agreement, consideration to Sandstorm in exchange for the stream amendments will consist of:

• a 1.0% net smelter returns (“NSR”) royalty on Corani, which contains one of the world’s largest fully permitted silver deposits; and
• payment of up to US$10 million in the form of common shares of Bear Creek (each, a “Common Share”), at a price of C$0.27 per Common Share which represents the same price as the implied common share in the public Offering, provided that Sandstorm will own no more than 19.99% of Bear Creek’s issued and outstanding Common Shares on a post-closing basis (the “Consideration Shares”).

To the extent that any directors and/or officers of the Company participate in the Offering, such participation will constitute a “related party transaction” within the meaning of Multilateral Instrument 61- 101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company expects any participation by directors and/or officers (collectively the “Insiders”) in the Offering will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to sections 5.5(a) and 5.7(1)(a) of MI 61-101 based on the fact that neither the fair market value of the Units subscribed for by the Insiders, nor the consideration for the Units to be paid by the Insiders, will exceed 25% of the Company’s market capitalization.