Compañía Minera Frontera Cobre del Mayo, S.A. de C.V. announces Reduction in Minimum Denominations of 2018 Notes applicable to its Tender Offers

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Oct 05, 2018, 10:00 ET

MEXICO CITY, Oct. 5, 2018 /PRNewswire/ -- Compañía Minera Frontera Cobre del Mayo, S.A. de C.V. (the "Offeror") announced a reduction in the minimum denominations of 2018 Notes (as defined below) applicable to its previously announced tender offers (collectively, the "Offers" and each an "Offer") to purchase for cash any and all of the outstanding notes of the following series, in each case, issued by its affiliate Cobre del Mayo, S.A. de C.V. ("CDM"): Senior Secured PIK Toggle Notes due 2021 (the "2021 Notes"); 10.75% Senior Notes due 2018 (the "2018 Notes"); and Junior Non-Interest Bearing Notes due 2045 (the "2045 Notes" and, together with the 2021 Notes and the 2018 Notes, the "Notes"). As previously announced, in connection with the Offers, the Offeror is also soliciting consents ("Consents") from the holders of the 2021 Notes to amend certain provisions of the indenture governing the 2021 Notes (the "Consent Solicitation") as described in the Offer to Purchase and Consent Solicitation Statement (as defined below). No Consents are being solicited with respect to the 2018 Notes or the 2045 Notes.

In order to permit additional holders of 2018 Notes to participate in the Offer relating to the 2018 Notes, the Offeror has reduced the minimum denominations in which 2018 Notes may be tendered such that the 2018 Notes may be tendered and accepted for purchase in principal amounts equal to a minimum denomination of $1,000 and integral multiples thereof; provided, however, that any holder tendering 2018 Notes in an aggregate principal amount that is less than $50,000 must tender all of the 2018 Notes held by such holder.

Except as provided in the immediately preceding paragraph, the terms of the Offers and the Consent Solicitation are unchanged. The complete terms and conditions of the Offers and the Consent Solicitation are set forth in the Offer to Purchase and Consent Solicitation Statement, dated September 28, 2018 (the "Offer to Purchase and Consent Solicitation Statement") and the related Letter of Transmittal and Consent, in each case as amended by this press release.

The Offeror has retained BCP Securities, LLC to act as the dealer manager and solicitation agent for the Offers and the Consent Solicitation and Ipreo LLC as the Tender Agent, Tabulation Agent and Information Agent for the Offers and the Consent Solicitation. Questions regarding the Offers and the Consent Solicitation may be directed to BCP Securities, LLC at (203) 629-2186, or Ipreo LLC at (212) 849-3880 (collect), (888) 593-9546 (toll-free) or email [email protected]. Requests for additional copies of the Offer to Purchase and Consent Solicitation Statement or the Letter of Transmittal and Consent should be directed to the Information Agent at the phone numbers above.

None of the Offeror, CDM, their respective directors, employees or affiliates, the dealer manager, the solicitation agent, the tender agent, the tabulation agent and information agent or the trustee with respect to the Notes is making any recommendation as to whether holders should tender any Notes or deliver Consents, in response to the Offers and the Consent Solicitation. Holders must make their own decisions as to whether to participate in the Offers and the Consent Solicitation.

The Offers and the Consent Solicitation are only being made pursuant to the Offer to Purchase and Consent Solicitation Statement and the related Letter of Transmittal and Consent, in each case as amended by this press release. This press release is neither an offer to purchase nor a solicitation of an offer to sell any Notes in the Offers and the Consent Solicitation. The Offers and the Consent Solicitation are not being made to, nor will Notes be accepted for purchase from or on behalf of, holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities or other laws of such jurisdiction. In any jurisdiction in which the Offers and the Consent Solicitation are required to be made by a licensed broker or dealer, the Offers and the Consent Solicitation will be deemed to be made on behalf of the Offeror by one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.

Cautionary Note Regarding Forward-Looking Statements

This press release, the Offer to Purchase and Consent Solicitation Statement and the documents incorporated by reference in the Offer to Purchase and Consent Solicitation Statement include forward-looking statements. This forward-looking information includes, among others, statements regarding the terms and timing for completion of the Offers and the Consent Solicitation. In addition, these forward-looking statements include, without limitation, statements regarding CDM's future financial position and results of operations, the expectations of the Offeror and CDM, CDM's strategy, plans, objectives, goals and targets, future developments in the markets in which CDM participates or is seeking to participate or anticipated regulatory changes in the markets in which CDM operates or intends to operate. In some cases, forward-looking statements can be identified by terminology such as "aim," "anticipate," "believe," "continue," "could," "estimate," "expect," "forecast," "guidance," "intend," "may," "plan," "potential," "predict," "project," "should" or "will" or the negative of such terms or other comparable terminology.

By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. The Offeror cautions you that forward-looking statements are not guarantees of future performance and are based on numerous assumptions and that CDM's actual results of operations, financial condition and liquidity may differ materially from those made in, or suggested by, the forward-looking statements contained in the Offer to Purchase and Consent Solicitation Statement and the documents incorporated by reference. In addition, even if CDM's results of operations, financial condition and liquidity and the development of the industry in which it operates, are consistent with the forward-looking statements contained in the Offer to Purchase and Consent Solicitation Statement and the documents incorporated by reference, those results or developments may not be indicative of results or developments in subsequent periods. Important factors that could cause these differences include, but are not limited to:

risks related to CDM's liquidity;
risks related to the price of copper;
risks related to CDM's competitive position;
risks related to CDM's strategy and expectations about growth in demand for copper and business operations, financial condition and results of operations;
risks related to CDM's operations, including the quality of its ore body, its ability to predict the nature, metallurgy, mineralization and alteration of the ore body and the effectiveness of its heap leaching process;
risks relating to the operation by Kupari Metals S.A. of its flotation plant;
risks related to the revocation, expropriation or termination of CDM's mining concessions or its water concessions or of the agreements pursuant to which it explores or exploits mining concessions belonging to third parties;
the inability to be compensated fairly in the event of termination of CDM's mining concessions or its water concessions;
the impact of changes in the prices of raw materials, labor, services, sulfuric acid, components and other inputs;
CDM's relationship with unions and its ability to negotiate collective bargaining agreements;
the availability of materials and equipment;
CDM's access to funding sources, and the cost of the funding;
changes in regulatory, administrative or economic conditions affecting the mining industry, including government interpretations and policies;
the application and enforcement of environmental laws and regulations;
risks related to Mexico's social, political or economic environment, including in relation to the results of Mexico's recent election;
the impact of changes in the end uses of CDM's products;
risks related to CDM's agreement with Grupo Rexgo, S.A. de C.V. ("Grupo Rexgo") and Grupo Rexgo's lawsuit related thereto;
fluctuations in the value of the U.S. dollar against the Mexican peso;
risks associated with market demand for and liquidity of the Notes;
risks related to the timing and successful consummation of the Offers and the Consent Solicitation; and
changes in the taxation of CDM's business.

Holders of Notes should read the entire Offer to Purchase and Consent Solicitation Statement, including the information under the headings "Risk factors" and "Cobre del Mayo, S.A. de C.V." and the documents listed under the heading "Incorporation of documents by reference" for a more complete discussion of the factors that could affect the Offers and the Consent Solicitation and CDM's future performance and the markets in which CDM operates. In light of these risks, uncertainties and assumptions, the forward-looking events described in this press release and the Offer to Purchase and Consent Solicitation Statement may not occur. The Offeror undertakes no obligation to update or revise any forward-looking statement, whether as a result of new information or future events or developments.

SOURCE Cobre del Mayo, S.A. de C.V.