UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
6-K
REPORT OFFOREIGN PRIVATE ISSUER
PURSUANT TO RULE
13a-16
OR
15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of May 2024
Commission File Number:
001-31528
IAMGOLD Corporation
(Translation of registrant's name into English)
150 KingStreet West, Suite 2200
Toronto, Ontario, Canada M5H 1J9
Tel: (416)
360-4710
(Address of principal executive offices)
Indicate by check mark whetherthe registrant files or will file annual reports
under cover Form
20-F
or Form
40-F.
Form
20-FForm
40-F
-------------------------------------------------------------------------------
INCORPORATION BY REFERENCE
Exhibits 99.1 and 99.2 of this
Form 6-K are
incorporated by reference as additional exhibits to theregistrant's
Registration Statement on
Form F-10 (File No. 333-267237).
-------------------------------------------------------------------------------
SUBMITTED HEREWITH
Exhibits
Exhibit Description
99.1 Underwriting Agreement dated May 22, 2024
99.2 Consent of Fasken Martineau DuMoulin LLP
-------------------------------------------------------------------------------
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned,thereunto duly authorized.
IAMGOLD CORPORATION
(Registrant)
Date: May 22, 2024 By: /s/ Tim Bradburn
Tim Bradburn
Title: Senior Vice President, General Counsel and
Corporate Secretary
Table of Contents
Exhibit 99.1
72,000,000 Common Shares
IAMGOLD Corporation
UNDERWRITING AGREEMENT
May 22, 2024
-------------------------------------------------------------------------------
Table of Contents
May 22, 2024
National Bank Financial Inc.
BMO Nesbitt Burns Inc.
RBCDominion Securities Inc.
CIBC World Markets Inc.
Scotia Capital Inc.
TDSecurities Inc.
Canaccord Genuity Corp.
Cormark Securities Inc.
c/oNational Bank Financial Inc.
The Exchange Tower
130 King Street W., 8
th
Floor
Toronto, ON M5X 1J9
Ladies andGentlemen:
IAMGOLD Corporation, a corporation amalgamated under the
Canada Business Corporations Act
(the"
Corporation
"), proposes to issue and sell to the several Underwriters named in Schedule I
hereto (the "
Underwriters
"), an aggregate of 72,000,000 common shares of the Corporation (the "
FirmShares
").
The Corporation also proposes to issue and sell to the several Underwriters
not more than anadditional 10,800,000 common shares of the Corporation (the "
Additional Shares
") if and to the extent that National Bank Financial Inc. ("
NBF
"), BMO Nesbitt Burns Inc. and RBC Dominion Securities Inc., as thebookrunners
(the "
Bookrunners
" or "
you
") of the offering, shall have determined to exercise, on behalf of the
Underwriters, the right to purchase such shares granted to the Underwriters in
Section 3 hereof. TheFirm Shares and the Additional Shares are hereinafter
collectively referred to as the "Shares".
The Corporationis qualified under Canadian Securities Laws (as defined below),
including the rules and procedures established pursuant to National Instrument
44-101
-
Short Form Prospectus Distributions
("
NI
44-101
") and National Instrument
44-102
-
Shelf Distributions
(the "
Shelf Procedures
"), in connection with adistribution of the Shares in each of the Canadian
Qualifying Jurisdictions (as defined below) to file a prospectus in the form
of a short form base shelf prospectus. A preliminary short form base shelf
prospectus and a final short form base shelfprospectus, in each case, in
respect of up to US$500,000,000 of common shares, first preference shares,
second preference shares, debt securities, warrants and subscription receipts
of the Corporation (the "
Shelf Securities
") havebeen filed with the Ontario Securities Commission (the "
OSC
"), as principal regulator, and with each of the securities commissions or
similar regulatory authorities (the "
Canadian Securities Commissions
") in each ofthe provinces and territories of Canada (the "
Canadian Qualifying Jurisdictions
") in respect of the offering of the Shelf Securities; a receipt (the "
Preliminary Receipt
") has been obtained from the OSC in itscapacity as principal regulator,
representing the deemed receipt of each of the other Canadian Securities
Commissions pursuant to Multilateral Instrument
11-102
-
-------------------------------------------------------------------------------
Table of Contents
Passport System
and National Policy
11-202
-
Process for Prospectus Reviews in Multiple Jurisdictions
(collectively, the"
Passport System
") in respect of such preliminary short form base shelf prospectus in the form
heretofore delivered to the Underwriters (together with all documents filed in
connection therewith and all documents incorporated byreference therein); and
a receipt (the "
Final Receipt
") has been obtained from the OSC in its capacity as principal regulator,
representing the deemed receipt of each of the other Canadian Securities
Commissions pursuant to thePassport System in respect of such final short form
base shelf prospectus in the form heretofore delivered to the Underwriters
(together with all documents filed in connection therewith and all documents
incorporated by reference therein). No otherdocument pertaining to such final
short form base shelf prospectus or document incorporated by reference therein
has been filed with the OSC as principal regulator and/or with any of the
other Canadian Securities Commissions except for any documentsheretofore
delivered to the Underwriters; no order having the effect of ceasing or
suspending the distribution of the Shelf Securities (including any Shares) has
been issued by the OSC or any other Canadian Securities Commission and no
proceedingfor that purpose has been initiated or, to the Corporation's
knowledge, threatened by the OSC or any other Canadian Securities Commission
(the final short form base shelf prospectus filed with the OSC as principal
regulator and with each of theother Canadian Securities Commissions on or
before the date of this Agreement for which a receipt has been issued by the
OSC in its capacity as principal regulator, representing the deemed receipt of
each of the other Canadian Securities Commissionspursuant to the Passport
System being hereinafter called the "
Canadian Base Prospectus
"). The draft shelf prospectus supplement, filed with the Canadian Securities
Commissions on May 21, 2024, relating to the offering of theShares used in
Canada which excludes the public offering price and other final terms,
together with the Canadian Base Prospectus, is hereafter called the "Canadian
Preliminary Prospectus"; the shelf prospectus supplement relating to
theoffering of the Shares, which includes the public offering price and other
final terms omitted from the Canadian Preliminary Prospectus, to be filed with
the OSC as principal regulator and with each of the other Canadian Securities
Commissions inaccordance with the Shelf Procedures and in accordance with
Section 8(b) hereof (the "
Canadian Supplement
", together with the Canadian Base Prospectus, is hereinafter called the "
Canadian Prospectus
"). As usedherein, the terms "Canadian Base Prospectus", "Canadian Preliminary
Prospectus", "Canadian Supplement" and "Canadian Prospectus" shall include the
documents incorporated by reference therein.
The Corporation has filed with the United States Securities and Exchange
Commission (the "
Commission
" or"
SEC
") a registration statement on Form
F-10
(File
No. 333-267237),
relating to the Shelf Securities, and an appointment of agent for service
ofprocess on Form
F-X
(a "
Form
F-X
"), relating to the registration statement; there are no reports or other
information that in accordance with therequirements of the OSC or any Canadian
Securities Commission must be made publicly available in connection with the
offering of the Shares that have not been made publicly available as required;
there are no documents required to be filed with theOSC or any Canadian
Securities Commission in connection with the Prospectuses (as defined below)
that have not been filed as required; there are no contracts, documents or
other materials required to be described or referred to in the RegistrationState
ment or the Prospectuses (as hereinafter defined) or to be filed or
incorporated by reference as exhibits to the Registration Statement (as
defined below) that are not described, referred to or filed or incorporated by
reference as required.The registration statement as amended to the date of
this Agreement is hereinafter called the "
Registration Statement
"; the base prospectus relating to the Shelf Securities filed as
- 2 -
-------------------------------------------------------------------------------
Table of Contents
part of the Registration Statement, in the form in which it has most recently
been filed with the Commission on or prior to the date of this Agreement, is
hereinafter called the "
U.S.Base Prospectus
". For purposes of this Agreement, "
U.S. Preliminary Prospectus
" means the preliminary prospectus supplement, dated May 21, 2024, relating to
the offering of the Shares which excludes the public offeringprice and other
final terms, together with the U.S. Base Prospectus, filed in accordance with
the Commission pursuant to General Instruction II.L of Form
F-10
and "
U.S. Prospectus
" means thefinal prospectus supplement relating to the offering of the Shares
which includes the public offering price and other final terms omitted from
the U.S. Preliminary Prospectus, together with the U.S. Base Prospectus, filed
with the Commissionpursuant to General Instruction II.L of Form
F-10
in accordance with Section 8(b) hereof. As used herein, the terms
"Registration Statement", "U.S. Base Prospectus", "Time of SaleProspectus",
"U.S. Preliminary Prospectus" and "U.S. Prospectus" shall include the
documents incorporated by reference therein.
For purposes of this Agreement, "
free writing prospectus
" has the meaning set forth in Rule 405 under theU.S. Securities Act of 1933,
as amended (the "
Securities Act
"), "
Time of Sale Prospectus
" means the U.S. Preliminary Prospectus together with the term sheet and other
free writing prospectuses, if any, eachidentified in Schedule II hereto, in
each case, exclusive of any amendment or supplement subsequent to the
execution of this Agreement, and "
Applicable Time
" means 4:20 p.m. (Toronto Time) on May 21, 2024.
The Terms "
supplement
," "
amendment
," and "
amend
" as used herein withrespect to the Registration Statement, the Canadian Base
Prospectus, the Canadian Preliminary Prospectus, the U.S. Base Prospectus, the
U.S. Preliminary Prospectus, the Time of Sale Prospectus or any free writing
prospectus shall include anydocument subsequently filed by the Corporation
pursuant to the Shelf Procedures or the United States Securities Exchange Act
of 1934, as amended (the "
Exchange Act
"), as the case may be, that is deemed to be incorporated byreference therein.
As used herein, "
Base Prospectuses
" shall mean, collectively, the Canadian Base Prospectus and the U.S. Base
Prospectus; "
Preliminary Prospectuses
" shall mean, collectively, the CanadianPreliminary Prospectus and the U.S.
Preliminary Prospectus; and "
Prospectuses
" shall mean, collectively, the Canadian Prospectus and the U.S. Prospectus,
as amended or supplemented, if applicable.
1.
Representations and Warranties of the Corporation
. The Corporation represents and warrants to and agrees with each of
theUnderwriters and acknowledges that each of the Underwriters is relying upon
such representations and warranties in connection with its execution and
delivery of this Agreement that:
(a) The Registration Statement has become effective; no stop order suspending
the effectiveness of the Registration Statementis in effect, and no
proceedings for such purpose are pending before or, to the Corporation's
knowledge, threatened by the Commission; the Final Receipt has been obtained
from the OSC as principal regulator representing the deemed receipt ofeach of
the other Canadian Securities Commissions in respect of the Canadian Base
Prospectus and no order or action that would have the effect of suspending the
distribution of the Shares has been issued or taken by any Canadian
SecuritiesCommission and no proceedings for that purpose have been instituted
or are pending or, to the knowledge of the Corporation, are contemplated by
any Canadian Securities Commission.
- 3 -
-------------------------------------------------------------------------------
Table of Contents
(b) (i) The Registration Statement did not contain, when it becameeffective,
and will not contain any untrue statement of a material fact or omit to state
a material fact required to be stated therein or necessary to make the
statements therein not misleading, (ii) the Canadian Prospectus will, when
theCanadian Supplement is filed, be true and correct in all material respects
and contain full, true and plain disclosure of all material facts relating to
the Corporation and the Shares as required by Canadian Securities Laws (as
defined below), andwill not contain any untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances in which they were
made, not misleading,(iii) the Registration Statement, the U.S. Preliminary
Prospectus and the U.S. Prospectus comply and will comply in all material
respects with the Securities Act and the applicable rules and regulations of
the Commission thereunder,(iv) the Canadian Preliminary Prospectus and the
Canadian Prospectus comply and will comply in all material respects with
Canadian Securities Laws, (v) the Time of Sale Prospectus, as of the
Applicable Time did not, as of the date hereofdoes not, and at the time of
each sale of the Shares in connection with the offering when the U.S.
Prospectus is not yet available to prospective purchasers, the Time of Sale
Prospectus, as then amended or supplemented by the Corporation, ifapplicable,
will not, contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, and (vi) each of
theProspectuses as of their dates and as of the Closing Date (as defined in
Section 5 hereof) does not contain and will not contain any untrue statement
of a material fact or omit to state a material fact, necessary to make the
statements therein,in the light of the circumstances under which they were
made, not misleading and will be true and correct in all material respects and
contain full, true and plain disclosure of all material facts relating to the
Corporation and the Shares asrequired by Canadian Securities Laws, except that
the representations and warranties set forth in this paragraph do not apply to
statements or omissions in the Registration Statement, the Time of Sale
Prospectus or the Prospectuses based uponinformation relating to any
Underwriter furnished to the Corporation in writing by such Underwriter
through you expressly for use therein. The Form
F-X
conforms in all material respects with the requirementsof the Securities Act
and the rules and regulations of the Commission under the Securities Act.
(c) The Corporation hascomplied with all applicable securities laws in each of
the Canadian Qualifying Jurisdictions, including the respective rules and
regulations made thereunder together with applicable published national and
local instruments, policy statements,notices, blanket rulings and orders of
the Canadian Securities Commissions and all discretionary rulings and orders
applicable to the Corporation, if any, of the Canadian Securities Commissions
(collectively, "
Canadian SecuritiesLaws
"), required to be complied with by the Corporation to qualify the
distribution of the Shares to the public as contemplated hereby in each of the
Canadian Qualifying Jurisdictions (other than the Province of Quebec and
Nunavut) exceptfor the filing of the Canadian Supplement.
(d) The Corporation is not an "ineligible issuer" in connection withthe
offering pursuant to Rules 164, 405 and 433 under the Securities Act. Any free
writing prospectus that the Corporation is required to file pursuant to Rule
433(d) under the Securities Act has been, or will be, filed with the
Commission inaccordance with the requirements of the Securities Act and the
applicable rules and regulations of the Commission thereunder. Each free
writing prospectus that the Corporation has filed, or is required to file,
pursuant to Rule 433(d) under theSecurities
- 4 -
-------------------------------------------------------------------------------
Table of Contents
Act or that was prepared by or on behalf of or used or referred to by the
Corporation complies or will comply in all material respects with the
requirements of the Securities Act and theapplicable rules and regulations of
the Commission thereunder. Except for the free writing prospectuses, if any,
identified in Schedule II or III hereto, and electronic road shows, if any,
each furnished to you before first use, the Corporation hasnot prepared, used
or referred to, and will not, without your prior consent, prepare, use or
refer to, any free writing prospectus. The Corporation meets the general
eligibility requirements for use of Form
F-10
under the Securities Act.
(e) Each document filed or to be filed with theCanadian Securities Commissions
and incorporated by reference in the Canadian Preliminary Prospectus or the
Canadian Prospectus, when such documents were or are filed with the Canadian
Securities Commissions, conformed or will conform when so filedin all material
respects with Canadian Securities Laws, and none of such documents, as of
their respective dates, contained or will contain any untrue statement of
material fact or omitted or will omit to state a material fact required to be
statedtherein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading; each document, if
any, filed or to be filed pursuant to the Exchange Act and incorporated by
reference in the Time ofSale Prospectus or the U.S. Prospectus complied or
will comply when so filed in all material respects with the Exchange Act and
the applicable rules and regulations of the Commission thereunder, and none of
such documents, as of their respectivedates, contained or will contain any
untrue statement of a material fact or omitted or will omit to state a
material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which theywere
made, not misleading; provided, however, that this representation and warranty
shall not apply to any statements or omissions contained in the Canadian
Preliminary Prospectus, the Canadian Prospectus, the Time of Sale Prospectus,
the U.S.Preliminary Prospectus or the U.S. Prospectus based upon information
relating to any Underwriter furnished to the Corporation in writing by such
Underwriter through you expressly for use therein.
(f) The Corporation has been duly organized and is validly existing under the
Canada Business Corporations Act
, and hasall requisite corporate power and authority to carry on its business,
as now conducted and as presently proposed to be conducted by it, and to own,
lease and operate its properties and assets (including any royalty and/or
other interest) currentlyowned, and to carry out the transactions contemplated
by this Agreement, and is duly qualified to do business and is in good
standing (or similar status) under the laws of each jurisdiction that requires
such qualification, except as would notreasonably be expected to have a
Material Adverse Effect (as defined below). No act or proceeding has been
taken by or against the Corporation in connection with its liquidation,
winding-up
or bankruptcy.
(g) The only subsidiary material to the Corporation (on a consolidated basis)
is IAMGOLD Essakane S.A. (the "
MaterialSubsidiary
"). The Material Subsidiary is a corporation or company duly organized and
validly existing under the laws of the jurisdiction of its organization, is
current and
up-to-date
with all material filings required to be made under the laws of its
jurisdiction of organization and has the requisite corporate power and
capacity to own,lease and operate its properties and assets (including any
royalty or other interest) and to conduct its business as now carried on by
it, and is duly qualified to transact business and is in good standing in each
jurisdiction in which suchqualification is required, whether by reason of the
- 5 -
-------------------------------------------------------------------------------
Table of Contents
ownership or leasing of property or the conduct of business, except where the
failure to be so would not have a material adverse effect on, or result in a
material adverse change to, thebusiness, affairs, capital, operations,
properties, assets or condition (financial or otherwise) of the Corporation
and its subsidiaries, considered on a consolidated basis, or on the
Corporation's ability to perform its obligations under thisAgreement and to
consummate the transactions contemplated herein (a "
Material Adverse Effect
"). All of the issued and outstanding shares in the capital of the Material
Subsidiary has been duly authorized and validly issued, arefully paid and
non-assessable
and, except as described in the Time of Sale Prospectus and the Prospectuses,
are directly beneficially owned by the Corporation, free and clear of any
encumbrance or title defectof whatever kind or nature, regardless of form,
whether or not registered or registrable and whether or not consensual or
arising by law (statutory or otherwise), including any mortgage, lien, charge,
pledge or security interest, whether fixed orfloating, or any assignment,
lease, option, right of
pre-emption,
privilege, encumbrance, easement, servitude, right of way, restrictive
covenant, right of use or any other right or claim of any kind or
naturewhatever which affects ownership or possession of, or title to, any
interest in, or the right to use or occupy such property or assets (each, a "
Lien
" and, together, the "
Liens
"), except such Liens as described inthe Time of Sale Prospectus and the
Prospectuses, and none of the outstanding shares of the capital stock of the
Material Subsidiary was issued in violation of
pre-emptive
or similar rights of any securityholder of such subsidiary. The Corporation
has a 60.3% "Participating Interest" (as such term is defined in the Cote JV
Agreement, as defined below) in the joint venture relationship (the "
Cote JV
") between the Corporationand SMM Gold Cote Inc. as constituted pursuant to
the Cote Project joint venture agreement among the Corporation, SMM Gold Cote
Inc. and Sumitomo Metal Mining Co., Ltd. as amended and restated as of June
28, 2019 (and as furtheramended, restated, modified or supplemented, the "
Cote JV Agreement
") and, assuming after giving effect to the repurchase described under the
heading "Use of Proceeds" in the Canadian Prospectus, will have an
approximately70% Participating Interest in the Cote JV, in each case free and
clear of any Liens, except such Liens as described in the Time of Sale
Prospectus and the Prospectuses. Except as described in the Time of Sale
Prospectus and the Prospectuses, thereexist no options, warrants, purchase
rights, or other contracts or commitments that could require the Corporation
to sell, transfer or otherwise dispose of any capital stock of the Material
Subsidiary or of any Participating Interest in the Cote JV.No act or
proceeding has been taken by or against the Material Subsidiary in connection
with its liquidation,
winding-up
or bankruptcy.
(h) The Corporation has full corporate power and authority to enter into this
Agreement and any agreements, certificates anddocuments executed and
delivered, or to be executed and delivered, by the Corporation in connection
with the transactions contemplated by this Agreement and to do all acts and
things and execute and deliver all documents as are required hereunderand
thereunder to be done, observed, performed or executed and delivered by it in
accordance with the terms hereof and thereof. The Corporation has full
corporate power and authority to do all acts and things and execute and
deliver all documents asare required to be done, observed, performed, executed
or delivered in order to complete the transactions contemplated by, or
described in, the Time of Sale Prospectus and the Prospectuses.
(i) The Corporation has taken all necessary corporate action to authorize the
execution, delivery and performance of thisAgreement and to authorize the
completion of the transactions contemplated hereby, including, as applicable,
the issuance, sale and delivery of the
- 6 -
-------------------------------------------------------------------------------
Table of Contents
Shares and the execution and delivery of the Canadian Preliminary Prospectus
and the Canadian Prospectus and, in each case, the filing thereof and the
filing of all documents incorporated byreference therein under Canadian
Securities Laws in each Canadian Qualifying Jurisdiction.
(j) The authorized capital ofthe Corporation consists of an unlimited number
of common shares, an unlimited number of First Preference Shares, and an
unlimited number of Second Preference Shares, of which 497,278,973 common
shares, no First Preference Shares and no SecondPreference Shares were issued
and outstanding as of the close of business on the last business day preceding
the date of this Agreement. In addition, the Corporation has outstanding share
options, restricted share units, deferred share units, andperformance share
units pursuant to which an aggregate of 11,267,498 common shares are issuable
in accordance with the terms thereof. All of the issued and outstanding common
shares of the Corporation were validly issued by the Corporation and arefully
paid and
non-assessable
shares in the capital of the Corporation.
(k) TheShares have been duly authorized for issuance and sale to the
Underwriters pursuant to this Agreement. The Firm Shares will, upon payment of
the consideration therefor, be validly issued by the Corporation as fully paid
and
non-assessable
shares in the capital of the Corporation. The Additional Shares will, upon
exercise by the Underwriters of the option to purchase the Additional Shares
pursuant to Section 3 hereof and payment ofthe consideration therefor, be
validly issued by the Corporation and will be fully paid and
non-assessable
shares in the capital of the Corporation.
(l) The Corporation is a reporting issuer in each of the Canadian Qualifying
Jurisdictions and is in compliance in allmaterial respects with the timely
filing and continuous disclosure obligations under Canadian Securities Laws.
The Corporation's common shares are registered with the SEC under Section
12(b) of the Exchange Act and the Corporation is incompliance in all material
respects with any filing or other requirements under the Exchange Act.
(m) The Shares conformand will conform to all statements relating thereto
contained in the Time of Sale Prospectus and the Prospectuses and such
description conforms to the rights set forth in the instruments defining the
same. The issuance of the Shares is not subjectto the
pre-emptive
rights of any shareholder of the Corporation.
(n) Except asdisclosed in the Time of Sale Prospectus and the Prospectuses, no
person has any right, agreement or option, present or future, contingent or
absolute, or any right capable of becoming a right, agreement or option, for
the issue or allotment of anyunissued shares of the Corporation or any other
agreement or option, for the issue or allotment of any other security
convertible into or exchangeable for any such shares or to require the
Corporation to purchase, redeem or otherwise acquire any ofthe issued and
outstanding shares of the Corporation.
(o) The consolidated financial statements of the Corporationincluded or
incorporated by reference in the Registration Statement, the Base
Prospectuses, the Time of Sale Prospectus and the Prospectuses ("
Corporation Financial Information
"), together with the related schedules and notes,(i) present fairly, in all
material respects, the financial position of the Corporation, as at the dates
and for the periods specified in such Corporation Financial
- 7 -
-------------------------------------------------------------------------------
Table of Contents
Information; (ii) have been prepared in conformity with International
Financial Reporting Standards as issued by the International Accounting
Standards Board ("
IFRS
")applied on a consistent basis throughout the periods involved, and (iii)
comply with the requirements of Canadian Securities Laws and the requirements
of the SEC.
(p) Neither the Corporation nor the Material Subsidiary have any material
liabilities, obligations, indebtedness orcommitments, whether accrued,
absolute, contingent or otherwise, which are not disclosed or referred to in
the Corporation Financial Information, the Time of Sale Prospectus and the
Prospectuses.
(q) The offering and sale of the Shares, the execution and delivery of this
Agreement, the compliance by the Corporation withthe provisions of this
Agreement or the consummation of the transactions contemplated herein or
contemplated by, or described in, the Time of Sale Prospectus or the
Prospectuses, including, without limitation, the issue of the Shares for
theconsideration and upon the terms and conditions as set out herein, do not
or will not:
(i) result in any breach of, or
constitute a default under, and do
not and will not create a state
of factswhich, after notice or
lapse of time or both, would result
in a breach of or constitute
a default under, (a) any term
or provision of the articles,
by-laws
or other constating documents, or resolutions ofthe directors or shareholders, of the Corporation or
the Material Subsidiary, (b) any indenture, mortgage, note, contract, agreement (written or oral),
instrument, lease or other document to which the Corporation or the Material Subsidiary is aparty or to
which any of them or any of the properties or assets (including any royalty or other interest) currently
owned by them are subject, except as such would not have a Material Adverse Effect, or (c) any judgment,
decree, order,statute, rule or regulation of any court, governmental authority, arbitrator, stock
exchange or securities regulatory authority applicable to the Corporation or the Material Subsidiary or
any of the properties or assets (including any royalty orother interest) currently owned by them; or
(ii) create a right for any other party to terminate, accelerate or in any way alter any other rights existingunder any
indenture, mortgage, note, contract, agreement (written or oral), instrument, lease or other document to which the
Corporation or the Material Subsidiary is a party or by which any of them or any of the properties or assets (including
anyroyalty or other interest) currently owned is bound, except such as would not have a Material Adverse Effect.
(r) The Corporation is not, and as a result of the sale of the Shares
contemplated hereby, will not be, required to registeras an "investment
company" as such term is defined in the United States Investment Company Act
of 1940, as amended.
(s) The accounting firm who reported on and audited the Corporation Financial
Information that has been audited, isindependent with respect to the
Corporation within the Rules of Professional Conduct of the Institute of
Chartered Accountants of Ontario, is registered
- 8 -
-------------------------------------------------------------------------------
Table of Contents
with the Canadian Public Accountability Board and is an independent registered
public accounting firm within the meaning of the Securities Act and the
applicable rules and regulations thereunderadopted by the Commission and the
Public Company Accounting Oversight Board (United States). There has not been
any "reportable event" (within the meaning of National Instrument
51-102
-
Continuous Disclosure Obligations
) with respect to the accounting firm who reported on and audited the
Corporation Financial Information.
(t) The Corporation maintains, and will maintain, a system of internal
accounting controls sufficient to provide reasonableassurance that (i)
transactions are executed in accordance with management's general or specific
authorizations, (ii) transactions are recorded as necessary to permit
preparation of financial statements in conformity with IFRS and tomaintain
asset accountability, (iii) access to assets is permitted only in accordance
with management's general or specific authorization, and (iv) the recorded
accountability for assets is compared with the existing assets atreasonable
intervals and appropriate action is taken with respect to any differences. The
Corporation and its subsidiaries are not aware of any material weakness in
their internal controls over financial reporting.
(u) The Corporation maintains disclosure controls and procedures (as such term
is defined in Rule
13a-15(e)
under the Exchange Act) that comply with the requirements of the Exchange Act;
such disclosure controls and procedures have been designed to ensure that
material information relating to the Corporation ismade known to the officers
of the Corporation, and such disclosure controls and procedures are effective.
(v) TheCorporation, and the Material Subsidiary has conducted and is
conducting the business thereof in compliance in all material respects with
all applicable laws, rules, regulations, tariffs, orders and directives of
each jurisdiction in which itcarries on business and possesses all material
approvals, consents, certificates, registrations, authorizations, permits,
leases and licenses issued by the appropriate provincial, state, municipal,
federal or other regulatory agency or bodynecessary to carry on the business
currently carried on, or contemplated to be carried on, by it, is in
compliance in all material respects with the terms and conditions of all such
approvals, consents, certificates, authorizations, permits, leasesand licenses
and with all laws, regulations, tariffs, rules, orders and directives material
to the operations and business thereof, and none of the Corporation, or the
Material Subsidiary has received any notice of the modification, revocation
orcancellation of, or any intention to modify, revoke or cancel or any
proceeding relating to the modification, revocation or cancellation of any
such approval, consent, certificate, authorization, permit, lease or license,
except such as would not,individually or in the aggregate, if the subject of
an unfavourable decision, order, ruling or finding, have a Material Adverse
Effect.
(w) All of the material contracts and agreements of the Corporation and of the
Material Subsidiary not made in the ordinarycourse of business have been
filed, to the extent required under Canadian Securities Laws, with the
applicable Canadian Securities Commissions and are disclosed in the Time of
Sale Prospectus and the Prospectuses.
(x) Except as disclosed in the Time of Sale Prospectus and the Prospectuses,
the Corporation has not approved, entered intoany binding agreement in respect
of, or has any knowledge of, the purchase of any material property or assets
or any interest therein or the sale,
- 9 -
-------------------------------------------------------------------------------
Table of Contents
transfer or other disposition of any material property or assets or any
interest therein currently owned, directly or indirectly, by the Corporation,
whether by asset sale, transfer of shares orotherwise. There are no
"significant acquisitions" (as such terms are defined in NI
51-102)
and no such acquisitions are proposed (within the meaning of NI
44-101F1)
for which the Corporation is required, pursuant to applicable securities laws
to include additional financial disclosure.
(y) All material tax returns, reports, elections, remittances, filings,
withholdings and payments of the Corporation, and theMaterial Subsidiary,
required by law to be filed or made, have been filed or made (as the case may
be) and are true, complete and correct in all material respects and all taxes
and liabilities in respect thereto due and payable by the Corporationand the
Material Subsidiary and all material amounts of taxes and liabilities in
respect thereto owing by the Material Subsidiary as at December 31, 2023 have
been paid or accrued in the Corporation's Financial Statements. The
Corporationand the Material Subsidiary have not received any assessments or
reassessments from any taxing authority that required additional taxes to be
paid (excluding assessments or reassessments that have been paid in full), the
Corporation and the MaterialSubsidiary are not currently subject to an audit
by a taxing authority and nor is the Corporation aware of any pending audit
which indicates that any tax return which was filed is being reassessed or
challenged in any way and the Corporationconfirms it has received no notice or
other communication indicating that any tax authority has demanded that any
tax return not yet filed be filed immediately or within a specified time. The
Corporation and the Material Subsidiary have withheld orcollected and timely
remitted to the appropriate governmental authority all amounts required to be
withheld or collected, as the case may be, and remitted from all amounts paid
or credited to or by the Corporation or the Material Subsidiary. TheCorporation
is not aware of any material contingent tax liability of the Corporation or
the Material Subsidiary.
(z) Noneof the Corporation, or the Material Subsidiary is in default of any
term, covenant or condition under or in respect of any judgment, order,
agreement or instrument to which it is a party or to which it or any of the
properties or assets (includingany royalty or other interest) thereof are or
may be subject, and no event has occurred and is continuing, and no
circumstance exists which has not been waived, which constitutes a default by
it in respect of any commitment, agreement, document orother instrument to
which the Corporation, or the Material Subsidiary is a party or by which it is
otherwise bound entitling any other party thereto to accelerate the maturity
of any amount owing thereunder, except with respect to all of theforegoing
such as would not, individually or in the aggregate, if the subject of an
unfavourable decision, order, ruling or finding, have a Material Adverse
Effect.
(aa) Except as disclosed in the Time of Sale Prospectus and the Prospectuses,
there is no action, suit, proceeding, inquiry orinvestigation before or
brought by any court or governmental agency, governmental instrumentality or
body, domestic or foreign, now pending or, to the knowledge of the
Corporation, threatened against or affecting the Corporation, any of
itssubsidiaries, and of its of their joint venture partners any of their
respective properties or assets (including any royalty or other interest)
currently owned, which is required to be disclosed under Canadian Securities
Laws and which is not sodisclosed, or which if determined adversely, would
reasonably be expected to have a Material Adverse Effect.
- 10 -
-------------------------------------------------------------------------------
Table of Contents
(bb) Except as disclosed in the Time of Sale Prospectus and theProspectuses,
neither the Corporation nor the Material Subsidiary have any responsibility or
obligation to pay or have paid on their behalf any material commission,
royalty or similar payment to any person with respect to their property rights.
(cc) None of the offering and sale of the Shares, the execution and delivery
of this Agreement by the Corporation, thecompliance by the Corporation with
the provisions of this Agreement or the consummation by the Corporation of the
transactions contemplated herein or contemplated by, or described in, the Time
of Sale Prospectus and the Prospectuses, including,without limitation, the
issue of the Shares for the consideration and upon the terms and conditions as
set out herein, do or will require the consent, approval, or authorization,
order or agreement of, or registration or qualification with, anygovernmental
agency, body or authority, court, stock exchange, securities regulatory
authority or other person, except as has been obtained or made or will be
obtained or made on or prior to the Closing Date.
(dd) Other than the fee due to the Underwriters pursuant to this Agreement,
there is no person acting or, to the knowledge ofthe Corporation, purporting
to act at the request of the Corporation, who is entitled to any brokerage or
finder's fees in connection with the transactions contemplated herein.
(ee) This Agreement has been duly authorized, executed and delivered by the
Corporation.
(ff) To the knowledge of the Corporation, none of the directors or officers of
the Corporation are now, or have been in theten (10) years prior to the date
hereof, subject to an order or ruling of any securities regulatory authority
or stock exchange prohibiting such individual from acting as a director or
officer of a public company or of a company listed on aparticular stock
exchange.
(gg) Neither the Corporation nor any of its subsidiaries owes any amount to,
nor has theCorporation or any of its subsidiaries made any present loans to,
or borrowed any amount from or is otherwise indebted to, any officer,
director, employee or securityholder of any of them or any person not dealing
at
"arm's-length"
(as such term is defined in the
Income Tax Act
(Canada)) with any of them, except for usual employee reimbursements and
compensation paid in the ordinary and normal courseof the business of the
Corporation or any of its subsidiaries. Except as disclosed in the Time of
Sale Prospectus and the Prospectuses and usual employee or consulting
arrangements made in the ordinary and normal course of business, neither
theCorporation nor any of its subsidiaries is a party to any contract,
agreement or understanding with any officer, director, employee or
securityholder of any of them or any other person not dealing at
arm's-length
with the Corporation and its subsidiaries.
(hh) The Corporationand its subsidiaries, and their respective officers and
directors are in compliance with the applicable provisions of the
Sarbanes-Oxley Act of 2002 (the "
Sarbanes-Oxley Act
", which term, as used herein, includes the rules andregulations of the SEC
thereunder).
- 11 -
-------------------------------------------------------------------------------
Table of Contents
(ii) No securities commission or any similar regulatory authority in
anyjurisdiction has issued any order which is currently outstanding preventing
or suspending trading in any securities of the Corporation, no such proceeding
is, to the knowledge of the Corporation, pending, contemplated or threatened,
and theCorporation is not in default of any requirement of Canadian Securities
Laws, the Securities Act and the Exchange Act except such as would not have a
Material Adverse Effect.
(jj) The Corporation and the Material Subsidiary has good title to its
respective material assets as disclosed in the Time ofSale Prospectus and the
Prospectuses, free and clear of all material liens, charges and encumbrances
of any kind whatsoever save and except as disclosed in the Time of Sale
Prospectus and the Prospectuses. Except as disclosed in the Time of
SaleProspectus and the Prospectuses, no dispute between the Corporation and
any local, native or indigenous group exists with respect to any of the
Corporation's properties or exploration activities that could reasonably be
expected to have aMaterial Adverse Effect.
(kk) The Essakane Gold Mine, the Westwood Gold Mine and the Cote Gold
Projectdescribed in the Time of Sale Prospectus and the Prospectuses
(collectively, the "
Material Projects
") are the only mineral projects material to the Corporation that are subject
to the requirements of National Instrument
43-101
--
Standards of Disclosure for Mineral Projects
("NI
43-101")
and all the mineral, claims, leases and other interests held by theCorporation,
directly or indirectly, in the Material Projects together with all material
interests in natural resource properties owned by the Corporation or the
Material Subsidiary and related surface rights for exploration and
exploitationoverlying those properties of the Corporation or the Material
Subsidiary are completely and accurately described in the Time of Sale
Prospectus and the Prospectuses and, except as set out in the Time of Sale
Prospectus and the Prospectuses, areowned or held by the Corporation or the
Material Subsidiary as owner thereof with good title, are in good standing and
are valid and enforceable and, other than as disclosed in the Time of Sale
Prospectus and the Prospectuses as at the date of thisAgreement, (i) are free
and clear of any liens, charges or encumbrances and (ii) no royalty is payable
in respect of any of them and the Corporation does not know of any claim that
may adversely affect such rights.
(ll) Except as disclosed in the Time of Sale Prospectus and the Prospectuses,
no other material property rights are necessaryfor the conduct of the
Corporation's or the Material Subsidiary's businesses as they are currently
being conducted, and there are no material restrictions on the ability of the
Corporation or the Material Subsidiary to use or otherwiseexploit any such
property rights, and the Corporation does not know of any claim or basis for a
claim that may adversely affect such rights in any material respects; more
particularly, the Corporation and the Material Subsidiary, as applicable,
hasall licences, permits and authorizations to develop and operate, as
applicable, the mines at the Material Projects, including all areas in which
the Corporation has identified reserves or resources to date.
(mm) The technical reports filed on SEDAR+ and all technical information set
forth in the Time of Sale Prospectus and theProspectuses, including in any
documents incorporated by reference therein relating to the Material Projects,
has been reviewed as required under NI
43-101,
and all such information has been prepared inaccordance with Canadian industry
standards set forth in NI
43-101
and, to the knowledge of the Corporation, there have been no material changes
to such information since the date of delivery or preparationthereof, except
as disclosed
- 12 -
-------------------------------------------------------------------------------
Table of Contents
in the Time of Sale Prospectus and the Prospectuses. The Corporation is in
material compliance with the provisions of NI
43-101,
has filed all technicalreports required thereby and there is a current
technical report (within the meaning of NI
43-101)
in respect of each of the Material Projects.
(nn) The Corporation is in compliance in all material respects with the
current listing requirements of the Toronto StockExchange (the "
TSX
") and the New York Stock Exchange (the "
NYSE
").
(oo) ComputershareTrust Company of Canada at its principal offices in Toronto
has been duly appointed as the transfer agent and registrar for the Shares.
(pp) As of the date hereof and other than information as has been disclosed in
one or more drafts of the Time of SaleProspectus and the Prospectuses
previously provided to the Underwriters and their counsel, (a) there are no
material facts or material changes (within the meaning of applicable
securities laws) relating to the Corporation or the MaterialSubsidiary, or
their respective businesses, which are required to be disclosed under
applicable securities laws but have not been publicly disclosed in the
Corporation's continuous disclosure filings on SEDAR+ and EDGAR, (b)
noconfidential material change report has been filed that remains confidential
at the date hereof, and (c) the Corporation has filed all documents required
to be filed by it under applicable Canadian Securities Laws, the Securities
Act and theExchange Act, and such documents do not contain a misrepresentation
(within the meaning of applicable Canadian Securities Laws), or contain an
untrue statement of a material fact, or an omission to state a material fact
that is required to be statedor that is necessary to make a statement not
misleading in light of the circumstances in which it was made.
(qq) None ofthe Corporation, its subsidiaries, nor any director, officer,
employee or affiliate, nor, to the knowledge of the Corporation, agent or
representative, of the Corporation or its subsidiaries or any of their
affiliates has taken, or will take, anyaction, in furtherance of an offer,
payment, promise to pay, or authorization or approval of the payment or giving
of money, property, gifts or anything else of value, directly or indirectly,
to any "government official" or "foreignpublic official" (including any
officer or employee of a government or government-owned or controlled entity
or of a public international organization, or any person acting in an official
capacity for or on behalf of any of the foregoing, orany political party or
party official or candidate for political office) to influence official action
or secure an improper advantage in any case in violation of any applicable
law; and the Corporation, its subsidiaries and their respectiveaffiliates have
conducted their businesses in compliance with applicable anti-corruption laws
and have instituted and maintain and will continue to maintain policies and
procedures designed to promote and achieve compliance with such laws and
withthe representation and warranty contained herein.
(rr) The operations of the Corporation and its subsidiaries are andhave been
conducted at all times in compliance with all applicable financial
recordkeeping and reporting requirements, including those of the Currency and
Foreign Transaction Reporting Act of 1970 (commonly known as the Bank Secrecy
Act), as amendedby Title III of the Uniting and Strengthening America by
Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act
of 2001 (USA PATRIOT Act), the
Proceeds of Crime (Money Laundering) and
- 13 -
-------------------------------------------------------------------------------
Table of Contents
Terrorist Financing Act
(Canada) and the applicable anti money laundering statutes of all
jurisdictions, the rules and regulations thereunder and any related or similar
rules, regulationsor guidelines, issued, administered or enforced by any
governmental agency (collectively, the "
Anti-Money Laundering Laws
"), and no action, suit or proceeding by or before any court or governmental
agency, authority or body or anyarbitrator involving the Corporation with
respect to the Anti-Money Laundering Laws is pending or, to the knowledge of
the Corporation, threatened.
(ss) There are no business relationships, related party transactions or off
balance sheet transactions or any other
non-arm's
length transactions involving the Corporation or its subsidiaries that are
required to be disclosed that have not been described in the Time of Sale
Prospectus and the Prospectuses.
(tt) None of the Corporation, its subsidiaries or, to the knowledge of the
Corporation, any director, officer, agent,employee, affiliate or representative
of the Corporation or any of its subsidiaries is an individual or entity ("
Person
") that is, or is owned or controlled by a Person that is, the subject of any
U.S. sanctions administered orenforced by the Office of Foreign Assets Control
of the U.S. Department of the Treasury ("
OFAC administered sanctions
"), or located, organized or resident in a country or territory that is the
subject of OFAC administered sanctions(including, without limitation, Cuba,
Iran, Sudan, Burma, North Korea, Syria, Russia, the Crimea region of Ukraine,
the
so-called
Donetsk People's Republic, the
so-called
Luhansk People's Republic and any other territory or region of Ukraine
currently under the asserted control of Russia, recognized by Russia, or
subject to territorial claims by Russia); and eachof the Corporation and any
of its subsidiaries will not, directly or indirectly, use the proceeds of the
offering of Shares hereunder, or lend, contribute or otherwise make available
such proceeds to any subsidiary, joint venture partner or otherPerson, to fund
or facilitate any activities of or business with any Person, or in any country
or territory that, at the time of such funding or facilitation, is the subject
of OFAC administered sanctions, or in a manner that will result in aviolation
of OFAC administered sanctions by any Person (including any Person involved in
or facilitating the offering of the Shares, whether as underwriter, advisor,
investor or otherwise).
(uu) Except as disclosed in the Time of Sale Prospectus and the Prospectuses,
to the best of the Corporation's knowledge,there is no legislation or
government regulations which it anticipates will materially and adversely
affect the business, affairs, operations, assets, liabilities (contingent or
otherwise) of the Corporation.
(vv) The Corporation and the Material Subsidiary has conducted, and is
conducting, its business and its ownership, use,maintenance or operation of
its property and assets has been in compliance with all applicable federal,
provincial, state, municipal or local laws,
by-laws,
regulations, orders, policies, permits, licences,certificates, consents,
registrations, authorizations or approvals having the force of law, domestic
or foreign, relating to environmental, health or safety matters, mine
reclamation, rehabilitation or closure or hazardous or toxic substances,wastes,
pollutants, contaminants (collectively, "
environmental laws
") except where the failure to comply would not have a Material Adverse
Effect. Without limiting the generality of the foregoing and except as
disclosed in the Timeof Sale Prospectus and the Prospectuses:
- 14 -
-------------------------------------------------------------------------------
Table of Contents
(i) the Corporation and the Material Subsidiary has occupied its properties
and has received, handled, used,stored, treated, shipped and
disposed of all pollutants, contaminants, hazardous or toxic
materials, controlled or dangerous substances or wastes in compliance
with all applicable environmental laws and has received all permits,
licenses or otherapprovals required of them under applicable
environmental laws to conduct their respective businesses except where
such failure would not result in a Material Adverse Effect; and
(ii) there are no orders, rulings or directives issued against the Corporation
or the Material Subsidiary, andthere are no orders, rulings or
directives pending or to the best knowledge of the Corporation threatened
against the Corporation or the Material Subsidiary under or pursuant
to any environmental laws requiring any work, repairs, construction
orcapital expenditures with respect to any property or assets of the
Corporation or the Material Subsidiary which, individually or in the
aggregate, would reasonably be expected to have a Material Adverse Effect.
(ww) No notice with respect to any of the matters referred to in Subsection
1(vv) hereof, including any alleged violations bythe Corporation or the
Material Subsidiary with respect thereto has been received by the Corporation
or the Material Subsidiary, and no writ, injunction, order or judgement is
outstanding, and no legal proceeding under or pursuant to anyenvironmental
laws or relating to the ownership, use, maintenance or operation of the
property and assets of the Corporation or the Material Subsidiary is in
progress, threatened or, to the best of the Corporation's knowledge, pending,
whichcould reasonably be expected to have a Material Adverse Effect and there
are no grounds or conditions which exist, on or under any property now or
previously owned, operated or leased by the Corporation or the Material
Subsidiary, on which any suchlegal proceeding might be commenced with any
reasonable likelihood of success or to which passage of time, or the giving of
notice or both, would give rise.
(xx) The Corporation and the Material Subsidiary maintain insurance against
loss of, or damage to, their material assetsincluding property and casualty
insurance in amounts and on terms that in the view of the Corporation's
management are reasonable for operations such as these, and are in good
standing in all material respects and not in material default in anyrespect.
(yy) No labour dispute with the employees of the Corporation exists or, to the
knowledge of the Corporation, isthreatened. Except as disclosed in the Time of
Sale Prospectus and the Prospectuses, the Corporation is not a party to any
collective bargaining agreement and no action has been taken or, to the
knowledge of the Corporation, is contemplated toorganize any employees of the
Corporation.
(zz) Neither the Corporation nor the Material Subsidiary is in violation
ordefault of (i) any provision of its charter or bylaws or comparable
constating documents; (ii) the terms of any indenture, contract, lease,
mortgage, deed of trust, note agreement, loan agreement or other agreement,
obligation, condition,covenant or instrument to which it is a party or bound
or to which its property is subject; or (iii) any statute, law, rule,
regulation, judgment, order or decree applicable to the Corporation or any of
its subsidiaries of any court, regulatorybody,
- 15 -
-------------------------------------------------------------------------------
Table of Contents
administrative agency, governmental body, arbitrator or other authority having
jurisdiction over the Corporation or such subsidiary or any of its properties,
as applicable, except in the case ofclauses (ii) and (iii) as would not
reasonably be expected to have a Material Adverse Effect.
(aaa) To the knowledgeof the Corporation, (A) the Corporation and the Material
Subsidiary's information technology assets and equipment, computers, systems,
networks, hardware, software, websites, applications, and databases
(collectively, "
ITSystems
") are adequate for the operation of the business of the Corporation and the
Material Subsidiary as currently conducted, free and clear of all bugs,
errors, defects, Trojan horses, time bombs, malware and other corruptants,(B)
the Corporation and the Material Subsidiary have implemented and maintained
controls, policies, procedures, and safeguards to maintain and protect their
confidential information and the integrity, continuous operation, redundancy
andsecurity of all IT Systems and data stored therein (including any personal
or personally identifiable or regulated data ("
Personal Data
")) used in connection with their businesses that the Corporation believes are
reasonablyconsistent with industry standards and practices, (C) there have
been no breaches or unauthorized uses of or accesses to any IT System or
Personal Data used in connection with the operation of the Corporation's and
the MaterialSubsidiary's businesses and the Company has no knowledge of any
event or condition that would reasonably be expected to result in such a
breach or unauthorized use or access, (D) the Corporation and the Material
Subsidiary have implementedbackup and disaster recovery technology consistent
with industry standards and practices and (E) the Corporation and the Material
Subsidiary are presently in compliance with all applicable laws or statutes
and all applicable judgments, orders,rules and regulations of any court or
arbitrator or governmental or regulatory authority relating to the privacy and
security of IT Systems and Personal Data and to the protection of such IT
Systems and Personal Data from unauthorized use, access ormisappropriation,
except in the case of (A), (B), (C), (D) and (E), as would not result in a
Material Adverse Effect.
2.
Representations and Warranties of the Underwriters
. Each Underwriter hereby severally, and not jointly, nor jointly and
severally, represents and warrants and acknowledges that the Corporation is
relying upon such representations andwarranties in connection with its
execution and delivery of this Agreement that:
(a) it is, and will remain so, until thecompletion of the offering,
appropriately registered under applicable Canadian Securities Laws so as to
permit it to lawfully fulfill its obligations hereunder; and
(b) it has all requisite corporate power and authority to enter into this
Agreement and to carry out the transactionscontemplated under this Agreement
on the terms and conditions set forth herein.
The representations and warranties ofeach of the Underwriters contained in
this Agreement shall be true as of the Closing Date as though they were made
on the Closing Date and they shall survive the completion of the transactions
contemplated under this Agreement until the completionof the distribution of
the Shares.
3.
Agreements to Sell and Purchase
. The Corporation hereby agrees to sell to the severalUnderwriters, and each
Underwriter, upon the basis of the representations and warranties herein
- 16 -
-------------------------------------------------------------------------------
Table of Contents
contained, but subject to the conditions hereinafter stated, agrees, severally
and not jointly (nor jointly and severally), to purchase from the Corporation
at US$4.17 per Share (the"
Purchase Price
") all (but not less than all) of the Firm Shares in the respective amounts
set forth in Schedule I hereto opposite such Underwriter's name.
On the basis of the representations and warranties contained in this
Agreement, and subject to its terms and conditions, theCorporation grants an
option to the Underwriters to acquire the Additional Shares in accordance with
this paragraph and agrees to sell to the Underwriters the Additional Shares,
and the Underwriters shall have the right to purchase, severally andnot
jointly (nor jointly and severally), up to 10,800,000 Additional Shares at the
Purchase Price. The Bookrunners may exercise this right on behalf of the
Underwriters in whole or in part or from time to time by giving written notice
not later than30 days after the Closing Date. Any exercise notice shall
specify the number of Additional Shares to be purchased by the Underwriters
and the date on which such shares are to be purchased. Each purchase date must
be at least two business days afterthe written notice is given and may not be
earlier than the Closing Date for the Firm Shares nor later than ten business
days after the date of such notice. Additional Shares may be purchased as
provided in Section 5 hereof solely for thepurpose of covering over allotments
made in connection with the offering of the Firm Shares and for market
stabilization purposes. On each day, if any, that Additional Shares are to be
purchased (an "
Option Closing Date
"), eachUnderwriter agrees, severally and not jointly (nor jointly and
severally), to purchase the number of Additional Shares (subject to such
adjustments to eliminate fractional shares as you may determine) that bears
the same proportion to the totalnumber of Additional Shares to be purchased on
such Option Closing Date as the number of Firm Shares set forth in Schedule I
hereto opposite the name of such Underwriter bears to the total number of Firm
Shares.
In consideration of the agreement on the part of the several Underwriters to
purchase the Shares and to offer them to thepublic pursuant to the
Prospectuses, the Underwriters shall be entitled to receive from the
Corporation at the time of closing on the Closing Date or the Option Closing
Date, as applicable, a fee equal to 4.00% (exclusive of federal goods
andservices tax, harmonized sales tax and provincial sales tax, if applicable)
of the gross proceeds to the Corporation from the Shares purchased on the
Closing Date or the Option Closing Date, as applicable.
The Bookrunners shall be entitled to receive from the Underwriters, out of
each of the 4.00% fee on the Closing Date or theOption Closing Date, as
applicable, an aggregate work fee equal to 5% of the aggregate of such fees
(the "
Work Fee
"), such Work Fee to be split
pro rata
by the Bookrunners based on the number of Firm Shares set forth oppositethe
name of each Bookrunner in Schedule I divided by the total number of Firm
Shares as compared to the total number of Firm Shares.
4.
Terms of Public Offering
. The Corporation is advised by you that the Underwriters commenced a public
offering of their respective portions of the Shares. The Corporation is
further advised by you that the Shares have been offered to thepublic
initially at US$4.17 per Share (the "
Public Offering Price
"). The Corporation acknowledges that the Underwriters may offer the Shares
for sale to the public at a price less than the Public Offering Price after
theUnderwriters have made reasonable efforts to sell the Shares at the Public
Offering Price (which,
- 17 -
-------------------------------------------------------------------------------
Table of Contents
for greater certainty, will not affect the Purchase Price payable to the
Corporation pursuant to Section 3 hereof).
5.
Payment and Delivery
. Payment for the Firm Shares to be sold by the Corporation shall be made to
the Corporation in immediatelyavailable funds in Toronto against delivery of
such Firm Shares for the respective accounts of the several Underwriters at or
before 8:30 a.m., Toronto time, on May 24, 2024, or at such other time on the
same or such other date, not later thanJune 7, 2024, as shall be agreed by the
Corporation and you. The time and date of such payment are hereinafter
referred to as the "
Closing Date
."
Payment for any Additional Shares shall be made to the Corporation in
immediately available funds in Toronto against deliveryof such Additional
Shares for the respective accounts of the several Underwriters at or before
8:30 a.m., Toronto time, on each Option Closing Date specified in the
corresponding notice described in Section 3 or at such other time on the
sameor on such other date, in any event not later than June 25, 2024, as shall
be agreed by the Corporation and you.
TheCorporation shall have arranged, prior to the Closing Date, for the
registration and issue of the Shares to be made electronically through the
non-certificated
inventory system of CDS Clearing and DepositaryServices Inc., or if not
possible, by means of a certificate or certificates registered in the name of
NBF or as the Bookrunners may otherwise direct for the Shares (the "
Delivery Mode
"). The Firm Shares and Additional Shares shallbe registered in such names and
in such denominations as the Bookrunners shall request in writing not later
than one full business day prior to the Closing Date or the applicable Option
Closing Date, as the case may be. The Firm Shares andAdditional Shares shall
be delivered to NBF through the Delivery Mode, on the Closing Date or an
Option Closing Date, as the case may be, for the respective accounts of the
several Underwriters, with any transfer taxes payable in connection with
thetransfer of the Shares to the Underwriters duly paid, against payment of
the Purchase Price therefor.
6.
Conditions to theUnderwriters
'
Obligations
. The several obligations of the Underwriters are subject to the following
conditions:
(a) Subsequent to the execution and delivery of this Agreement and prior to
the Closing Date, there shall not have occurred anychange, or any development
involving a prospective, anticipated or threatened change, in the condition,
financial or otherwise, or in the earnings, business, assets, or operations of
the Corporation, from that set forth in each of the Time of SaleProspectus and
the Prospectuses as of the date of this Agreement that, in your sole judgment,
could reasonably be expected to be material and adverse and that makes it, in
your judgment, impracticable to market the Shares on the terms and in
themanner contemplated in each of the Time of Sale Prospectus and the
Prospectuses.
(b) The representations and warrantiesof the Corporation contained in this
Agreement are true and correct in all material respects (or if qualified by
materiality, in all respects) as of the Closing Date and the Corporation has
complied with all of the agreements and satisfied all ofthe conditions on its
part to be performed or satisfied hereunder on or before the Closing Date; the
Underwriters shall have received on the Closing Date a certificate signed by
- 18 -
-------------------------------------------------------------------------------
Table of Contents
the Chief Executive Officer and Chief Financial Officer (or other authorized
signatory of the Corporation acceptable to you), dated the Closing Date, to
the effect set forth in thisSection 6(b) and the absence of any Material
Adverse Effect.
(c) The Underwriters having received on the ClosingDate, a certificate dated
such date signed by the Secretary of the Corporation or another officer
acceptable to the Underwriters in form and substance acceptable to the
Underwriters, acting reasonably, with respect to:
(i) the constating documents of the Corporation;
(ii) the resolutions of the directors of the Corporation relevant to
the offering, the allotment, issue (orreservation for issue) and
sale of the Shares, the authorization of this Agreement and the
other agreements and transactions contemplated by this Agreement;
(iii) the minute books and records of the Corporation and the Material Subsidiary made
available to theUnderwriters containing copies of all material proceedings (or certified
copies thereof) of the shareholders, boards of directors and all committees of the
boards of directors of the Corporation and the Material Subsidiary to the Closing
Date andthere being no other material meetings, resolutions or proceedings of the
shareholders, boards of directors or any committees of the boards of directors of
the Corporation or the Material Subsidiary not reflected in such minute books and
otherrecords, other than those which have been disclosed to the Underwriters; and
(iv) the incumbency and signatures of signing officers of the Corporation;
(d) The Underwriters shall have received on the Closing Date a favourable
legal opinion from Fasken Martineau DuMoulin LLP,Canadian counsel to the
Corporation, who may rely on, or alternatively provide directly to the
Underwriters, the opinions of local counsel acceptable to counsel to the
Underwriters, acting reasonably, as to the qualification of the Shares for
saleto the public and as to other matters governed by the laws of
jurisdictions in Canada other than the provinces in which they are qualified
to practice, to the effect that:
(i) each of the Canadian Base Prospectus, the Canadian Preliminary Prospectus and
the Canadian Prospectus (ineach case, excluding the financial statements
and financial schedules and other financial and statistical data included
therein, as to which counsel does not express an opinion) including
the documents incorporated by reference therein appears onits face as of
the respective dates of the Canadian Base Prospectus and the Canadian
Supplement to have been appropriately responsive in all material respects to
the requirements of Ontario securities law (as such term is defined in the
Securities Act
(Ontario)), as interpreted
and applied by the OSC. Such
counsel may state that in giving
such opinion, no opinion is
thereby expressed as to whether
such prospectuses constitute
full, true and plain disclosure
of all materialfacts;
- 19 -
-------------------------------------------------------------------------------
Table of Contents
(ii) the Corporation has been amalgamated
and is existing under the
Canada Business Corporations Act
andhas all necessary corporate capacity and power to own and lease its properties
and assets and carry on its business as described in the Canadian Prospectus;
(iii) the Corporation has all necessary corporate power and capacity to execute
and deliver this Agreement andperform its obligations thereunder;
(iv) the authorized share capital of the Corporation consists of an unlimited number
of common shares, anunlimited number of first preference shares and an unlimited
number of second preference shares, of which 497,278,973 common shares and no first
preference shares and no second preference shares are issued and outstanding;
(v) all necessary corporate action has been taken by the Corporation to authorize the
execution and delivery ofthis Agreement and the performance of its obligations hereunder;
(vi) this Agreement has been duly executed and delivered by the Corporation;
(vii) this Agreement constitutes a legal, valid and binding obligation of the Corporation,
enforceable against theCorporation by the Underwriters in accordance with its terms;
(viii) the execution and delivery by the Corporation of this Agreement, the performance
of its obligationshereunder by the Corporation, and the issue, sale and delivery
on the Closing Date of the Firm Shares (and the Additional Shares on each
Option Closing Date, to the extent that such Additional Shares are purchased by
Underwriters) to theUnderwriters as contemplated herein, does not constitute or
will not result in a breach of or a default under, and does not create a state of
facts which, after notice or lapse of time or both, will constitute or result in
a breach of, any of theterms, conditions or provisions of (x) the articles or
by-laws
of the Corporation, or (y) any laws
of Ontario and the federal laws
of Canada of general application
that apply to the Corporation;
(ix) all necessary corporate action shall have been taken by the Corporation to authorize the issuance anddelivery of the Shares;
(x) all documents required to be filed or delivered by the Corporation, all
proceedings required to be taken bythe Corporation and all necessary
approvals, permits, consents and authorizations, in each case under
Canadian Securities Laws have been filed, delivered, taken or
obtained in order to qualify the distribution of the Shares in each
of the CanadianQualifying Jurisdictions (other than the Province of
Quebec and Nunavut) through dealers registered under the applicable
laws thereof who have complied with the relevant provisions thereof;
- 20 -
-------------------------------------------------------------------------------
Table of Contents
(xi) the Prospectuses, and any amendment or supplement thereto, have been duly authorized
and/or executed and allnecessary corporate actions have been taken by the Corporation to
authorize the execution and delivery of the Prospectuses, and any amendment or supplement
thereto, and the filing thereof in each of the Canadian Qualifying Jurisdictions;
(xii) the Shares have been conditionally approved for listing on the TSX subject only to satisfaction by
theCorporation of customary post-closing conditions imposed by the TSX in similar circumstances (the "
Standard Listing Conditions
");
(xiii) the Common Shares forming
part of the Firm Shares have
been validly issued by the
Corporation as fully paidand
non-assessable
shares in the capital of the Corporation and the Additional Shares
will, upon exercise by the Underwriters of the option to purchase the
Additional Shares pursuant to Section 3 hereofand payment of the Purchase
Price, be validly issued by the Corporation and will be fully paid and
non-assessable
shares in the capital of the Corporation;
(xiv) the attributes of the Shares conform, in all material respects, with the description thereof
contained underthe heading "Description of Common Shares" in the Canadian Prospectus;
(xv) Computershare Trust Company of Canada, at is principal office in the City of Toronto, Ontario,
has beenappointed as the registrar and transfer agent for the common shares of the Corporation;
(xvi) the option to subscribe for Additional Shares in Section 3 of this Agreement has been duly granted bythe Corporation;
(xvii) if certificates are issued on the Closing Date, such counsel's opinion shall include an opinion to theeffect that
the form of the certificate representing the common shares of the Corporation complies with the provisions of the
Canada Business Corporations Act
and the articles and
by-laws
of theCorporation and has been authorized
and approved by the Corporation;
(xviii) the Corporation is a reporting issuer (or the equivalent) under the Canadian
Securities Laws of theQualifying Canadian Jurisdictions, and is not
included on a list of defaulting reporting issuers maintained by the
securities regulators in any of the provinces and territories of Canada; and
(xix) subject to the qualifications, assumptions, limitations and understandings set
out therein, the statementsunder the headings "Eligibility for Investment" and
"Certain Canadian Federal Income Tax Considerations" in the Canadian Prospectus
fairly summarize, in all material respects, the matters described therein.
- 21 -
-------------------------------------------------------------------------------
Table of Contents
In addition, such counsel shall also confirm that, to the actual knowledgeof
those current partners and associates of the firm who have had a direct and
substantial involvement in such counsel's representation of the Corporation in
connection with the transactions contemplated by this Agreement, no order
ceasing orsuspending the distribution of the Shares has been issued by the OSC
and no proceedings for that purpose have been initiated or are pending or
contemplated.
(e) The Underwriters shall have received on the Closing Date an opinion of
Paul, Weiss, Rifkind, Wharton & GarrisonLLP, outside U.S. counsel for the
Corporation, dated the Closing Date, to the effect that:
(i) the statements in the Time of Sale Prospectus and the U.S. Prospectus under the heading "Certain
UnitedStates Federal Income Tax Considerations," to the extent that they constitute summaries
of United States federal law or regulation or legal conclusions, have been reviewed by such
counsel and fairly summarize the matters described under thatheading in all material respects;
(ii) the Registration Statement and the U.S. Prospectus, as of their
respective effective or issue times, appearon their face to be
appropriately responsive in all material respects to the requirements
of the Securities Act and the rules and regulations of the
Commission under the Securities Act, except for the financial
statements, financial statementschedules and other financial data
included or incorporated by reference in or omitted from either of
them, as to which such counsel expresses no opinion; and the Form
F-X,
as of its date, appears on its faceto be appropriately responsive in all material respects
to the requirements of the Securities Act. Such counsel may assume for purposes of this
paragraph, (i) the compliance of the Canadian Prospectus with the requirements of Ontario
securitieslaws, as interpreted and applied by the Ontario Securities Commission and (ii)
that the exhibits to the Registration Statement and the documents incorporated by reference
in the U.S. Prospectus include all reports or information that inaccordance with the
requirements of Ontario securities laws, as interpreted and applied by the Ontario Securities
Commission, must be made publicly available in connection with the offering of the Shares;
(iii) the issuance and sale of the Shares by the Corporation, the execution and delivery by the Corporation
ofthis Agreement and the performance by the Corporation of its obligations hereunder will not (i) breach
or result in a default under any agreement, indenture or instrument listed on a schedule to such
counsel's opinion, or (ii) violatethose laws, rules and regulations of the United States of America ("
Applicable Law
"), which in such counsel's experience are
normally applicable to the transactions of the
type contemplated by this Agreement. For purposes
ofsuch counsel's opinion letter, the term "
Applicable Law
" does not include federal
securities laws (except
for purposes of the opinion
expressed in paragraph
- 22 -
-------------------------------------------------------------------------------
Table of Contents
(iv) below) or state securities laws, anti-fraud laws, or any law, rule or regulation that is applicable to the
Corporation, the Shares, this Agreement or the transactions contemplated herebysolely because such law, rule or regulation
is part of a regulatory regime applicable to any party to this Agreement or any of its affiliates due to the specific
assets or business of such party or such affiliate. With respect to clause(i) above, such counsel expresses no
opinion with respect to any provision of any agreement, indenture or instrument listed on such schedule to the extent
that an opinion with respect to such provision would require making any financial,accounting or mathematical calculation
or determination, and in the case of clauses (i) and (ii) above, where the breach, default or violation could not
reasonably be expected to have a material adverse effect on the Corporation and itssubsidiaries taken as a whole;
(iv) no consent, approval, authorization or order of, or filing, registration or qualification with, anyGovernmental
Authority, which has not been obtained, taken or made is required by the Corporation under any Applicable Law for
the issuance and sale of the Shares by the Corporation, the execution and delivery by the Corporation of this
Agreementand the performance by the Corporation of its obligations hereunder. For purposes of such letter, the term "
Governmental Authority
" means any executive, legislative,
judicial, administrative
or regulatory body of the
United Statesof America; and
(v) the Corporation is not and, after giving effect to the offering and sale of the Shares and the
applicationof their proceeds as described in the U.S. Prospectus under the heading "Use of Proceeds,"
will not be required to be registered as an investment company under the Investment Company Act
of 1940, as amended, and the rules and regulationsof the Commission promulgated thereunder.
In addition, such counsel shall have delivered a separateletter addressed to
the Underwriters to the effect that such counsel has participated in
conferences and telephone conversations with representatives of the
Underwriters, including their United States and Canadian counsel, officers and
otherrepresentatives of the Corporation, the independent registered public
accountants for the Corporation, and Canadian counsel for the Corporation
during which conferences and conversations the contents of the Registration
Statement, the Time of SaleProspectus and the U.S. Prospectus and related
matters were discussed and, subject to customary qualifications, confirming
that, although such counsel has not undertaken to verify independently, and
cannot and does not assume responsibility for, theaccuracy, completeness or
fairness of the statements contained therein (other than as explicitly stated
in paragraph (i) of such counsel's opinion), based upon such participation
(and relying as to factual matters on officers, employeesand other
representatives of the Corporation and its subsidiaries), its understanding of
the U.S. federal securities laws and the experience it has gained in its
practice thereunder, such counsel advises that its work in connection with
this matterdid not disclose any information that caused such counsel to
believe that (i) at the Applicable Time, the Registration Statement included
an untrue statement of a material fact or omitted to state a material fact
- 23 -
-------------------------------------------------------------------------------
Table of Contents
required to be stated therein or necessary to make the statements therein not
misleading, (ii) at the Applicable Time, the Time of Sale Prospectus included
an untrue statement of a materialfact or omitted to state a material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading, or (iii) at the time
the U.S. Prospectus was issued or at the Closing Dateor the Option Closing
Date, as applicable, the U.S. Prospectus included an untrue statement of a
material fact or omitted to state a material fact necessary in order to make
the statements therein, in the light of the circumstances under which theywere
made, not misleading (in the case of each of (i), (ii) and (iii), other than
the financial statements, financial statement schedules and other financial or
accounting data and information related to or derived from reserves and
resource dataincluded or incorporated by reference therein or omitted
therefrom or from those documents incorporated by reference, in each case, as
to which such counsel expresses no such belief).
(f) The Underwriters shall have received on the Closing Date an opinion of
Davies Ward Phillips & Vineberg LLP,Canadian counsel for the Underwriters, and
a
"10b-5
letter" of Skadden, Arps, Slate, Meagher & Flom LLP, U.S. counsel to the
Underwriters, dated the Closing Date, in each case in a form andsubstance
acceptable to the Underwriters, acting reasonably.
(g) The Underwriters shall have received on the Closing Datea favorable legal
opinion from local counsel to the Corporation, dated the Closing Date, in a
form and substance acceptable to the Underwriters, acting reasonably, together
with a certified English translation thereof for any such legal opinion notin
the English language, with respect to the Material Subsidiary:
(i) being a corporation validly existing under the laws of the jurisdiction in which it is organized, as thecase may be, and
having all requisite corporate power and capacity to carry on business and to own, lease and operate its property and assets;
(ii) its authorized share capital;
(iii) the ownership of its issued share capital; and
(iv) such other matters as the Underwriters may require, acting reasonably.
(h) The Underwriters shall have received, on each of the date hereof and the
Closing Date, a letter dated the date hereof orthe Closing Date, as the case
may be, in form and substance satisfactory to the Underwriters, from KPMG LLP,
independent public accountants, containing statements and information of the
type ordinarily included in accountants' "comfortletters" to underwriters with
respect to the financial statements and certain financial information included
or incorporated by reference in the Registration Statement, the Time of Sale
Prospectus and the Prospectuses; provided that the letterdelivered on the
Closing Date shall use a
"cut-off
date" not earlier than two business days prior to the Closing Date.
(i) (i) The Canadian Preliminary Prospectus and the Canadian Prospectus shall
have been filed with the OSC and each of theother Canadian Securities
Commissions under the Shelf Procedures and (ii) the U.S. Preliminary
Prospectus and the U.S. Prospectus shall have been filed
- 24 -
-------------------------------------------------------------------------------
Table of Contents
with the Commission pursuant to General Instruction II.L of Form
F-10
under the Securities Act, in each case within the applicable time period
prescribedfor such filing thereunder.
(j) The Shares shall have been approved for listing on the NYSE, subject only
to officialnotice of issuance, and duly listed and posted for trading on the
TSX, in each case, as of the opening of trading on the Closing Date, subject
only to the Corporation fulfilling the Standard Listing Conditions.
(k) The several obligations of the Underwriters to purchase Additional Shares
hereunder upon the exercise by the Underwritersof their right to do so are
subject to the delivery to you on the applicable Option Closing Date of such
documents as you may reasonably request with respect to the good standing of
the Corporation, the due authorization and issuance and listing andposting for
trading of the Additional Shares to be sold on such Option Closing Date and
other matters related to the issuance of such Additional Shares, including
without limitation (i) legal opinions in form and substance satisfactory
tocounsel to the Underwriters, acting reasonably, and (ii) a certificate of an
authorized signatory of the Corporation to the effect set forth in Section
6(b).
(l) No order, ruling or determination suspending, preventing or objecting to
the use of any Prospectus or having the effect ofceasing, suspending or
otherwise materially restricting the distribution of the Shares or trading in
the common shares or any other securities of the Corporation shall have been
issued by any Canadian Securities Commission, the SEC, the TSX or theNYSE and
no proceedings for that purpose shall have been instituted or pending or, to
the knowledge of the Corporation, shall be threatened by any of the foregoing.
Any request on the part of any Canadian Securities Commission, the SEC, the
TSX orthe NYSE for additional information from the Corporation shall have been
complied with.
(m) On or before the ClosingDate, the Underwriters and counsel for the
Underwriters shall have received such other information, documents,
certificates and opinions as they may reasonably require in order to evidence
the accuracy of any of the representations and warranties,or the satisfaction
of any of the conditions or agreements, herein contained.
7.
Waiver
. The Corporation shall use itscommercially reasonable efforts to cause all
conditions in this Underwriting Agreement which relate to it to be satisfied.
It is understood that the Underwriters may waive, in whole or in part, or
extend the time for compliance with any of suchterms and conditions without
prejudice to their rights in respect of any subsequent breach or
non-compliance,
provided that to be binding on any Underwriter any such waiver or extension
must be in writing andsigned by such Underwriter.
8.
Covenants of the Corporation
. The Corporation covenants with each Underwriter as follows:
(a) To furnish to the Underwriters in Toronto or as directed by NBF, without
charge, prior to 10:00 a.m. Toronto time on thebusiness day next succeeding
the date of this Agreement and during the period mentioned in Section 8(e)
below, as many copies of the Prospectuses and any supplements and amendments
thereto or to the Registration Statement as you may reasonablyrequest. Each
delivery of a Prospectus to an Underwriter will constitute the additional
- 25 -
-------------------------------------------------------------------------------
Table of Contents
representation and warranty of the Corporation to the Underwriters that, as at
the dates of such Prospectuses and as at the times of such delivery, the
Prospectus being delivered (i) doesnot contain any untrue statement of a
material fact or omit to state a material fact necessary in order to make the
statements therein, in light of the circumstances under which they were made,
not misleading, (ii) does not contain anymisrepresentation (within the meaning
of applicable Canadian Securities Laws), and (iii) constitutes full, true and
plain disclosure of all material facts and otherwise complies in all material
respects with all applicable Canadian SecuritiesLaws.
(b) To prepare the Canadian Prospectus and the U.S. Prospectus in a form
approved by you and (i) to file theCanadian Prospectus with the OSC and each
of the other Canadian Securities Commissions in accordance with the Shelf
Procedures not later than the OSC's close of business on the business day
following the execution and delivery of this Agreementand (ii) to file the
U.S. Prospectus with the Commission pursuant to General Instruction II.L of
Form
F-10
under the Securities Act not later than the Commission's close of business on
the businessday following the date of the execution and delivery of this
Agreement; before amending or supplementing the Registration Statement, the
Time of Sale Prospectus or the Prospectuses, to furnish to you a copy of each
such proposed amendment orsupplement and not to file any such proposed
amendment or supplement to which you reasonably object.
(c) To furnish toyou a copy of each proposed free writing prospectus to be
prepared by or on behalf of, used by, or referred to by the Corporation and
not to use or refer to any proposed free writing prospectus to which you
reasonably object.
(d) Not to take any action that would result in an Underwriter or the
Corporation being required to file with the Commissionpursuant to Rule 433(d)
under the Securities Act a free writing prospectus prepared by or on behalf of
the Underwriter that the Underwriter otherwise would not have been required to
file thereunder.
(e) During the period commencing on the execution of this Agreement and ending
on the completion of the distribution of theShares for purposes of Canadian
Securities Laws and the Securities Act and the applicable rules and
regulations of the Commission thereunder, to promptly inform the Underwriters
in writing of the particulars of:
(i) any change (whether actual, anticipated, contemplated, proposed or threatened) in the business, affairs,operations,
assets, liabilities or other obligations (accrued, contingent or otherwise), condition (financial or otherwise),
cash flows, income, results of operations, or capital of the Corporation and the Material Subsidiary, taken
as a whole (ineach case, other than a change disclosed in the Time of Sale Prospectus and the Prospectuses);
(ii) any fact which has arisen or has been discovered that would have been required to have been stated in theTime of Sale
Prospectus or either of the Prospectuses had that fact arisen or been discovered on or prior to the date of such document;
- 26 -
-------------------------------------------------------------------------------
Table of Contents
(iii) any change in any fact contained or incorporated by reference in the Time of Sale Prospectus or either
ofthe Prospectuses or any event or state of facts that has occurred after the date of this Agreement;
ineach case, which change, fact or event is, or may be, of such a nature as
(x) to render the Time of Sale Prospectus or either of the Prospectuses
misleading or untrue in any material respect, (y) would result in the Time of
Sale Prospectusor either of the Prospectuses containing a misrepresentation or
not complying in any material respect with any Canadian Securities Laws or
U.S. securities law, as applicable, or (z) would reasonably be expected to
have a significant effect onthe market price or value of the Shares or a
Material Adverse Effect;
(f) In addition to the provisions ofSection 8(e) and 8(g), to, in good faith,
discuss with all of the Underwriters any change, fact or event contemplated in
Section 8(e) or request, or communication contemplated in Section 8(g) which
is of such a nature that there maybe reasonable doubt as to whether notice
need be given to the Underwriters under Section 8(e) or 8(g) and to consult
with all of the Underwriters with respect to the form and content of any
amendment or supplement to any of the Time of SaleProspectus and the
Prospectuses proposed to be filed by the Corporation, it being understood and
agreed that no such amendment or supplement will be filed with the OSC or the
Commission prior to the review and approval of such amendment orsupplement by
all of the Underwriters and counsel to the Underwriters, acting reasonably.
(g) During the periodcommencing on the execution of this Agreement and ending
on the completion of the distribution of the Shares for purposes of Canadian
Securities Laws and the Securities Act and the applicable rules and
regulations of the Commission thereunder, topromptly notify all of the
Underwriters in writing of the particulars of: (i) any request of the OSC or
the Commission for any amendment to the Time of Sale Prospectus or either of
the Prospectuses or for any additional information relating tothe offering; or
(ii) the receipt by the Corporation of any communication, whether written or
oral, from the OSC or the Commission, a stock exchange or a securities
regulatory authority applicable to the Corporation or the Material Subsidiary.
(h) If the Time of Sale Prospectus is being used to solicit offers to buy the
Shares at a time when the U.S. Prospectusis not yet available to prospective
purchasers and any event shall occur or condition exist as a result of which
it is necessary to amend or supplement the Time of Sale Prospectus in order to
make the statements therein, in the light of thecircumstances, not misleading,
or if any event shall occur or condition exist as a result of which the Time
of Sale Prospectus conflicts with the information contained in the
Registration Statement then on file, or if, in the opinion of counsel forthe
Underwriters, it is necessary to amend or supplement the Time of Sale
Prospectus to comply with applicable law, forthwith to prepare, file with the
Commission and the Canadian Securities Commissions and furnish, at its own
expense, to theUnderwriters and to any dealer upon request, either amendments
or supplements to the Time of Sale Prospectus so that the statements in the
Time of Sale Prospectus as so amended or supplemented will not, in the light
of the circumstances when theTime of Sale Prospectus is delivered to a
prospective purchaser, be misleading or so that the Time of Sale Prospectus,
as so
- 27 -
-------------------------------------------------------------------------------
Table of Contents
amended or supplemented, will no longer conflict with the Registration
Statement, or so that the Time of Sale Prospectus, as so amended or
supplemented, will comply with applicable law.
(i) If, during such period after the first date of the public offering of the
Shares as in the opinion of counsel for theUnderwriters either of the
Prospectuses (or in lieu thereof the notice referred to in Rule 173(a) under
the Securities Act) is required by law to be delivered in connection with
sales by an Underwriter or dealer, any event shall occur or conditionexist as
a result of which it is necessary to amend or supplement the Prospectuses (or
one of them) in order to make the statements therein, in the light of the
circumstances when the Prospectuses (or one of them) (or in lieu thereof the
noticereferred to in Rule 173(a) under the Securities Act) is delivered to a
purchaser, not misleading, or if, in the opinion of counsel for the
Underwriters, it is necessary to amend or supplement the Prospectuses (or one
of them) to comply withapplicable law, forthwith to prepare, file with the
Commission and furnish, at its own expense, to the Underwriters and to the
dealers (whose names and addresses you will furnish to the Corporation) to
which Shares may have been sold by you onbehalf of the Underwriters and to any
other dealers upon request, either amendments or supplements to the
Prospectuses (or one of them) so that the statements in the Prospectuses as so
amended or supplemented will not, in the light of thecircumstances when the
Prospectuses (or one of them) (or in lieu thereof the notice referred to in
Rule 173(a) under the Securities Act) is delivered to a purchaser, be
misleading or so that the Prospectuses, as so amended or supplemented,
willcomply with applicable law.
(j) To comply with Section 57 of the
Securities Act
(Ontario) and with comparableprovisions of Canadian Securities Laws and the
Securities Act and the rules and regulations of the SEC thereunder, and
prepare and file or deliver promptly at your request, any amendment or
supplement to the Prospectuses, which, in your opinion maybe necessary, to
continue to qualify the Shares for distribution in each of the Canadian
Qualifying Jurisdictions (other than the Province of Quebec and Nunavut) and
the United States.
(k) To make generally available to the Corporation's security holders and to
you as soon as practicable an earningstatement covering a period of at least
twelve months beginning with the first fiscal quarter of the Corporation
occurring after the date of this Agreement which shall satisfy the provisions
of Section 11(a) of the Securities Act and the rulesand regulations of the
Commission thereunder.
(l) Whether or not the transactions contemplated in this Agreement
areconsummated or this Agreement is terminated, to pay or cause to be paid all
expenses of, or incidental to, the offering or the performance of the
Corporation's obligations under this Agreement, including: (i) the fees,
disbursements andexpenses of the Corporation's counsel and the Corporation's
auditors in connection with the registration, qualification and delivery of
the Shares under the Securities Act and Canadian Securities Laws and all other
fees or expenses inconnection with the preparation and filing of the
Registration Statement, the Preliminary Prospectuses, the Time of Sale
Prospectus, the Prospectuses, any Marketing Materials (as hereinafter
defined), any free writing prospectus prepared by or onbehalf of, used by, or
referred to by the Corporation and amendments and supplements to any of the
foregoing, including all regulatory and stock exchange filing fees and the
costs and charges of any transfer agent, registrar, custodian ordepositary,
all printing costs associated therewith, and the mailing and delivering of
copies thereof to the Underwriters and dealers, in the quantities hereinabove
specified, (ii) all costs and
- 28 -
-------------------------------------------------------------------------------
Table of Contents
expenses related to the transfer and delivery of the Shares to the
Underwriters, including any transfer or other taxes payable thereon, (iii) all
costs and expenses incident to listing theShares on the NYSE and the TSX, (iv)
the cost of printing certificates representing the Shares, if applicable, (v)
the document production charges and expenses associated with printing this
Agreement and (vi) all other costs andexpenses incident to the performance of
the obligations of the Corporation hereunder for which provision is not
otherwise made in this Section, including Canadian Federal good and services
tax, harmonized sales tax and provincial sales tax, if any,in respect of any
of the foregoing.
(m) To use its best efforts to have the Shares accepted for listing on the
NYSE andthe TSX and, through the period of distribution of the Shares,
maintain the listing of the Shares on the NYSE and the TSX and to file with
such exchanges all documents and notices required by such exchanges of issuers
that have securities that arelisted on such exchanges.
(n) To use the net proceeds of the offering of Shares in the manner specified
in each of theTime of Sale Prospectus and the Prospectuses and for no other
purpose.
(o) Not to directly or indirectly issue any commonshares of the Corporation or
securities or other financial instruments convertible into or having the right
to acquire common shares of the Corporation (other than pursuant to rights or
obligations under securities or instruments outstanding) orenter into any
agreement or arrangement under which it transfers to another, in whole or in
part, any of the economic consequences of ownership of common shares of the
Corporation, whether that agreement or arrangement may be settled by the
deliveryof common shares of the Corporation or other securities or cash, or
agree to become bound to do so, or disclose to the public any intention to do
so, for a period from the date of execution of this Agreement until 90 days
following the Closing Datewithout the prior written consent of each of the
Bookrunners, which consent will not be unreasonably withheld; provided that
nothing herein shall prevent or restrict the Corporation from issuing or
agreeing to issue any of its common shares orsecurities or other financial
instruments convertible into or having the right to acquire its common shares
(i) as consideration in connection with an acquisition of assets or of a
business or entity, a consolidation, merger, combination orplan of
arrangement, or a transaction or series of transactions entered into in
response to an unsolicited bid by a third party to engage in any of the
foregoing transactions, (ii) under any of the Corporation's equity-based
compensationplans outstanding on the date hereof (including, for certainty,
the issuance by the Corporation of one million common shares under its
existing share incentive plan to a local service provider at the Cote Gold
Mine), or (iii) pursuant to rightsor obligations under securities or
instruments outstanding on the date hereof or issued as permitted by (i) or
(ii) above.
(p) To use best efforts to procure agreements from the directors of the
Corporation and the Chief Executive Officer, the ChiefFinancial Officer, the
Chief Operating Officer and each Senior Vice President of the Corporation
with the Underwriters, prior to the Closing Date, substantially in the form
attached as Schedule IV hereto.
(q) During the distribution of the Shares: (i) the Corporation will provide
its full cooperation, and cause itsmanagement to provide their full
cooperation, in marketing the offering as the Underwriters may reasonably
request, (ii) the Corporation shall prepare, in consultation with the
Underwriters and their counsel, any "marketing materials"(as such term is
- 29 -
-------------------------------------------------------------------------------
Table of Contents
defined in NI
41-101)
("
Marketing Materials
"), including any template version thereof, to be provided to potential
investors in theShares, and approve in writing any template version of such
Marketing Materials (which written approval shall constitute the Underwriters'
authority to use such Marketing Materials, including any
limited-use
versions thereof, in connection with the offering), as may reasonably be
requested by the Underwriters, such Marketing Materials to comply with
Canadian Securities Laws and to be acceptable in formand substance to the
Underwriters and their counsel, acting reasonably, and (iii) the Corporation
shall: (A) file template versions of any such Marketing Materials with the
Canadian Securities Commissions as soon as reasonably practicableafter such
template versions of such Marketing Materials are so approved in writing by
the Corporation and each of the Bookrunners and, in any event, on or before
the day the Marketing Materials are first provided to any potential investor
ofShares, and file any such Marketing Materials with the Commission pursuant
to Rule 433(d) under the Securities Act on or before the day such Marketing
Materials are first provided to any potential investor in the Shares, unless
an exemption isavailable from such filing requirement and the conditions to
the availability of such exemption are satisfied; and (B) remove and redact
any comparables (and all disclosure relating to such comparables) from any
template version so filed, incompliance with and to the full extent permitted
by the Shelf Procedures, prior to filing such template version with the
Canadian Securities Commissions (but such comparables shall not be removed
from the version filed with the Commission pursuantto Rule 433(d) under the
Securities Act); provided that a complete template version of such Marketing
Materials containing such comparables and any disclosure relating to the
comparables, if any, shall be delivered to the Canadian SecuritiesCommissions
in compliance with the Shelf Procedures by the Corporation, and a copy thereof
provided to the Underwriters as soon as practicable following such filing. For
greater certainty, it is acknowledged by the Corporation and each of
theBookrunners that each of them previously approved in writing the term sheet
attached at Schedule II.A hereto.
(r) TheCorporation represents and warrants, and covenants and agrees, that it
has not provided and it will not provide, during the distribution of the
Shares, any Marketing Materials regarding the offering to potential investors,
other than MarketingMaterials (following the approval of any template version
thereof in accordance with Section 8(q)) that are provided indirectly through
the Underwriters or as a result of their filing.
9.
Covenants of the Underwriters
.
(a) Each Underwriter severally covenants with the Corporation not to take any
action that would result in the Corporationbeing required to file with the
Commission under Rule 433(d) a free writing prospectus (other than the free
writing prospectuses, if any, identified in Schedule III hereto, or any free
writing prospectus prepared and filed in accordance withthe terms of Section
8(q)) prepared by or on behalf of such Underwriter that otherwise would not be
required to be filed by the Corporation thereunder, but for the action of the
Underwriter.
(b) The Underwriters hereby severally further covenant and agree with the
Corporation the following: (i) during theperiod of distribution of the Shares
by or through the Underwriters, the Underwriters will offer and sell the
Shares to the public only in the Canadian Qualifying Jurisdictions (other than
the Province of Quebec and Nunavut) and in the United Statesdirectly and
through other duly registered investment dealers and brokers (the
- 30 -
-------------------------------------------------------------------------------
Table of Contents
Underwriters, together with such other investment dealers and brokers, are
referred to herein as the "
Selling Firms
"), upon the terms and conditions set forth in the Time of SaleProspectus, the
Prospectuses and in this Agreement; (ii) the Underwriters will use reasonable
efforts to sell the Shares at the Purchase Price and if any such Shares remain
unsold after such reasonable efforts, the Underwriters may sell suchShares at
such price lower than the Purchase Price as is permitted under applicable law;
and (iii) the Underwriters will notify the Corporation when, in the
Underwriters' opinion, the Underwriters have ceased the distribution of
theShares, and, as soon as reasonably practicable after completion of the
distribution, will provide the Corporation, in writing, with a breakdown of
the number of Shares distributed in each of the Canadian Qualifying
Jurisdictions (other than theProvince of Quebec and Nunavut) where that
breakdown is required by a Canadian Securities Commission for the purpose of
calculating fees payable to, or making filings with, that Canadian Securities
Commission. The Underwriters will (and will causethe Selling Firms to) comply
with Canadian Securities Laws and securities laws applicable to the
Underwriters in the United States with respect to the offer to sell and the
distribution of the Shares. Except in the Canadian Qualifying Jurisdictionsand
in the United States, the Underwriters will not, directly or indirectly,
solicit offers to purchase or sell the Shares or deliver any Prospectuses so
as to require the registration of the Shares, the filing of a prospectus with
respect to theShares, or the imposition of continuous disclosure obligations
under the laws of any jurisdiction.
10.
Indemnity and Contribution
.
(a) The Corporation agrees to indemnify and hold harmless each Underwriter,
and each of their respective officers,employees and agents, and each person,
if any, who controls any Underwriter within the meaning of either Section 15
of the Securities Act or Section 20 of the Exchange Act, and each affiliate of
any Underwriter within the meaning of Rule405 under the Securities Act from
and against any and all losses (other than loss of profits), claims, damages
and liabilities (including, without limitation, any legal or other expenses
reasonably incurred in connection with defending orinvestigating any such
action or claim) caused by or based upon, directly or indirectly:
(i) any untrue statement or alleged untrue statement of a material fact
contained or incorporated by referencein the Registration Statement or any
amendment thereof, any Preliminary Prospectus, the Time of Sale Prospectus,
any issuer free writing prospectus as defined in Rule 433(h) under the
Securities Act, any Corporation information that the Corporationhas filed,
or is required to file, pursuant to Rule 433(d) under the Securities
Act, or the Prospectuses or any amendment or supplement thereto, or any
Marketing Materials or caused by any omission or alleged omission to
state therein a materialfact required to be stated therein or necessary
to make the statements therein not misleading (in the light of the
circumstances under which they were made, in each case other than the
Registration Statement), except insofar as such losses, claims,damages or
liabilities are caused by any such untrue statement or omission or alleged
untrue statement or omission based upon information relating to any
Underwriter furnished to the Corporation in writing by such Underwriter
through you expresslyfor use therein (it being understood and agreed that
- 31 -
-------------------------------------------------------------------------------
Table of Contents
the names of the Underwriters set forth on the cover constitutes the only
information furnished in writing by or on behalf of the Underwriters for
inclusion in the Preliminary Prospectus, theTime of Sale Prospectus, any issuer
free writing or the Prospectuses or any amendment or supplement thereto);
(ii) the
non-compliance
or alleged
non-compliance
of the Corporation with any requirement of Canadian Securities Laws or the Securities Act and the applicable rules and
regulations of the Commission thereunder or stock exchange requirements inconnection with this offering of the Shares;
(iii) any breach by the Corporation of any representation or warranty contained in this Agreement; or
(iv) any order made or inquiry, investigation or proceeding commenced or threatened
by any securities regulatoryauthority, stock exchange or by any competent
authority which prevents or restricts the trading in or sale of the
Corporation's securities or the distribution of the Shares in any jurisdiction.
(b) In case any proceeding (including any governmental investigation) shall be
instituted involving any person in respect ofwhich indemnity may be sought
pursuant to Section 10(a), such person (the "
indemnified party
") shall promptly notify the person against whom such indemnity may be sought
(the "
indemnifying party
") in writingand the indemnifying party, upon request of the indemnified
party, shall retain counsel reasonably satisfactory to the indemnified party
to represent the indemnified party and any others the indemnifying party may
designate in such proceeding andshall pay the reasonable fees and
disbursements of such counsel related to such proceeding. In any such
proceeding, any indemnified party shall have the right to retain its own
counsel, but the fees and expenses of such counsel shall be at theexpense of
such indemnified party unless (i) the indemnifying party and the indemnified
party shall have mutually agreed to the retention of such counsel, (ii) the
named parties to any such proceeding (including any impleaded parties)include
both the indemnifying party and the indemnified party and representation of
both parties by the same counsel would be inappropriate due to actual or
potential differing interests between them or (iii) the indemnifying party
does notassume the defence of the proceeding on behalf of the indemnified
party within a reasonable period of time after receiving notice thereof or,
having assumed such defence, fails to pursue it diligently. It is understood
that the indemnifying partyshall not, in respect of the legal expenses of any
indemnified party in connection with any proceeding or related proceedings in
the same jurisdiction, be liable for (i) the fees and expenses of more than
one separate firm (in addition to anylocal counsel) for all Underwriters, and
all of their respective officers, employees and agents, and all persons, if
any, who control any Underwriter within the meaning of either Section 15 of
the Securities Act or Section 20 of theExchange Act or who are affiliates of
any Underwriter within the meaning of Rule 405 under the Securities Act and
(ii) the fees and expenses of more than one separate firm (in addition to any
local counsel) for the Corporation, the officers ofthe Corporation who sign
the Registration Statement and each person, if any, who controls the
Corporation within the meaning of either such Section. In the case of any such
separate firm for the Underwriters and such officers, employees and agents,and
such control persons and affiliates
- 32 -
-------------------------------------------------------------------------------
Table of Contents
of any Underwriters, such firm shall be designated in writing by NBF. In the
case of any such separate firm for the Corporation, officers of the
Corporation and control persons of theCorporation, such firm shall be
designated in writing by the Corporation. The indemnifying party shall not be
liable for any settlement of any proceeding effected without its written
consent, but if settled with such consent or if there be a finaljudgment for
the plaintiff, the indemnifying party agrees to indemnify the indemnified
party from and against any loss or liability by reason of such settlement or
judgment. Notwithstanding the foregoing sentence, if at any time an
indemnified partyshall have requested the indemnifying party to reimburse the
indemnified party for fees and expenses of counsel as contemplated by the
second and third sentences of this paragraph, the indemnifying party agrees
that it shall be liable for anysettlement of any proceeding effected without
its written consent if (i) such settlement is entered into more than 60 days
after receipt by the indemnifying party of the aforesaid request and (ii) the
indemnifying party shall not havereimbursed the indemnified party in
accordance with such request prior to the date of such settlement. The
indemnifying party shall not, without the prior written consent of the
indemnified party, effect any settlement of any pending or threatenedproceeding
in respect of which any indemnified party is or could have been a party and
indemnity could have been sought hereunder by such indemnified party, unless
such settlement includes an unconditional release of such indemnified party
from allliability on claims that are the subject matter of such proceeding.
(c) To the extent the indemnification provided for inSection 10(a) is
unavailable to an indemnified party or insufficient in respect of any losses,
claims, damages or liabilities referred to therein, then the Corporation, in
lieu of indemnifying such indemnified party thereunder, shall contributeto the
amount paid or payable by such indemnified party as a result of such losses,
claims, damages or liabilities (i) in such proportion as is appropriate to
reflect the relative benefits received by the Corporation on the one hand and
theindemnified party or parties on the other hand from the offering of the
Shares or (ii) if the allocation provided by clause 10(c)(i) above is not
permitted by applicable law, in such proportion as is appropriate to reflect
not only the relativebenefits referred to in clause 10(c)(i) above but also
the relative fault of the Corporation on the one hand and of the indemnified
party or parties on the other hand in connection with the statements or
omissions that resulted in such losses,claims, damages or liabilities, as well
as any other relevant equitable considerations. The relative benefits received
by the Corporation on the one hand and the Underwriters on the other hand in
connection with the offering of the Shares shall bedeemed to be in the same
respective proportions as the net proceeds from the offering of the Shares
(before deducting expenses) received by the Corporation and the total
underwriting discounts and commissions received by the Underwriters, in
eachcase as set forth in the table on the cover of each of the Prospectuses,
bear to the aggregate Public Offering Price of the Shares. The relative fault
of the Corporation on the one hand and the Underwriters on the other hand
shall be determined byreference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the
Corporation or by the Underwriters and theparties' relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or
omission. The Underwriters' respective obligations to contribute pursuant to
this Section 10 are several in proportionto the respective number of Shares
they have purchased hereunder, and not joint (nor joint and several).
- 33 -
-------------------------------------------------------------------------------
Table of Contents
(d) The Corporation and the Underwriters agree that it would not be just
orequitable if contribution pursuant to this Section 10 were determined by
pro rata
allocation (even if the Underwriters were treated as one entity for such
purpose) or by any other method of allocation that does not take account of
theequitable considerations referred to in Section 10(c). The amount paid or
payable by an indemnified party as a result of the losses, claims, damages and
liabilities referred to in Section 10(c) shall be deemed to include, subject
to thelimitations set forth above, any legal or other expenses reasonably
incurred by such indemnified party in connection with investigating or
defending any such action or claim. Notwithstanding the provisions of this
Section 10, (i) no Underwritershall be required to contribute any amount in
excess of the amount by which the total price at which the Shares underwritten
by it and distributed to the public were offered to the public exceeds the
amount of any damages that such Underwriter hasotherwise been required to pay
by reason of such untrue or alleged untrue statement or omission or alleged
omission and (ii) no person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shallbe entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. The remedies provided for in this Section 10 are not
exclusive and shall not limit any rights or remedies which may otherwise be
available toany indemnified party at law or in equity or otherwise.
(e) The indemnity and contribution provisions contained in thisSection 10 and
the representations, warranties and other statements of the Corporation
contained in this Agreement shall remain operative and in full force and
effect regardless of (i) any termination of this Agreement, (ii) anyinvestigatio
n made by or on behalf of any Underwriter, and any of their respective
officers, employees or agents, any person controlling any Underwriter, or any
affiliate of any Underwriter, or by or on behalf of the Corporation, its
officers ordirectors or any person controlling the Corporation and (iii)
acceptance of and payment for any of the Shares.
(f)The indemnifying party hereby acknowledges and agrees that, with respect to
this Section 10, the Underwriters are contracting on their own behalf and as
agents for their affiliates, directors, officers, employees and agents and
their respectiveaffiliates, directors, officers, employees and agents
(collectively, the "
Beneficiaries
"). In this regard, each of the Underwriters will act as trustee for the
Beneficiaries of the covenants of the indemnifying party under thisSection 10
with respect to the Beneficiaries and accepts these trusts and will hold and
enforce those covenants on behalf of the Beneficiaries.
11.
Termination
. Each Underwriter shall be entitled, at such Underwriter's sole option, to
terminate and cancel, without anyliability on such Underwriter's part, its
obligations under this Agreement to purchase the Firm Shares and the
Additional Shares, if any, by giving written notice to that effect to the
Corporation at or prior to the Closing Date or the OptionClosing Date, as
applicable, if after the execution and delivery of this Agreement and prior to
the Closing Date or the Option Closing Date, as applicable (i) trading
generally shall have been suspended or materially limited on, or by, as
thecase may be, either of the TSX or the NYSE, (ii) a material disruption in
securities settlement, payment or clearance services in Canada or the United
States shall have occurred, (iii) any moratorium on commercial banking
activities shallhave been declared by Canadian or United States authorities,
(iv) any inquiry, investigation or proceeding in relation to the Corporation
or its directors or officers, whether formal or informal, is commenced,
announced, or threatened, which,in the opinion of that Underwriter, acting in
good
- 34 -
-------------------------------------------------------------------------------
Table of Contents
faith, would reasonably be expected to have a Material Adverse Effect, (v) any
law or regulation under or pursuant to any statute of Canada or of any
province thereof, or of the UnitedStates or any state or territory thereof, is
promulgated or changed which in the opinion of that Underwriter, acting in
good faith, operates to prevent or materially restrict the distribution or
trading of the Shares or which, in the opinion of thatUnderwriter, acting in
good faith, would reasonably be expected to have a material adverse effect on
the market price or value of the Shares or a Material Adverse Effect, (vi)
there is, in the opinion of that Underwriter, acting in good faith,a material
change or a change in any material fact or a new material fact arises that
would reasonably be expected to have a material adverse effect on the market
price or value of the Shares or a Material Adverse Effect, (vii) there shall
haveoccurred any catastrophe, accident, natural disaster, public protest, war,
outbreak or escalation of hostilities or terrorist action, or any change in
financial markets, currency exchange rates or controls or any calamity or
crisis, or any otheroccurrence of any nature whatsoever, that, in that
Underwriter's judgment, is material and adverse and which, singly or together
with any other event specified in this clause, makes it, in that Underwriter's
judgment, impracticable orinadvisable to proceed with the offer, sale or
delivery of the Shares on the terms and in the manner contemplated in the Time
of Sale Prospectus or the Prospectuses, (viii) there should develop, occur or
come into effect or existence any event,action, state, condition or major
financial occurrence of national or international consequence or any law or
regulation which, in the opinion of that Underwriter, seriously adversely
affects, or involves, or will seriously adversely affect, orinvolve, the
financial markets or the business, operations or affairs of the Corporation
and its subsidiaries (taken as a whole), or (ix) the Corporation is in breach
of any material term, condition or covenant of this Agreement or anyrepresentati
on or warranty given by the Corporation in this Agreement is false or becomes
false in any material respect.
12.
Effectiveness; Defaulting Underwriters
. This Agreement shall become effective upon the execution and delivery hereof
by the parties hereto.
If, on the Closing Date or an Option Closing Date, as the case may be, any one
or more of the Underwriters shall fail orrefuse to purchase Shares that it has
or they have agreed to purchase hereunder on such date, the other Underwriters
shall have the right to purchase, but not the obligation to purchase, in the
proportions that the number of Firm Shares set forthopposite their respective
names in Schedule I bears to the aggregate number of Firm Shares set forth
opposite the names of all such non defaulting Underwriters, or in such other
proportions as you may specify, the Shares which such defaultingUnderwriter or
Underwriters agreed but failed or refused to purchase on such date. If, on the
Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase
Firm Shares and the aggregate number of Firm Shares with respect to whichsuch
default occurs is more than one tenth of the aggregate number of Firm Shares
to be purchased on such date, and
non-defaulting
Underwriters have not elected to purchase such default Shares within 36
hoursafter such default, then each
non-defaulting
Underwriter shall have the several right to terminate its purchase obligation
under this Agreement without any liability to it, and the Corporation shall
have theright to proceed with the sale of the Shares (less the defaulted
shares and any other terminations by the Underwriters) to the remaining
Underwriters or to terminate this Agreement without liability on the part of
any
non-defaulting
Underwriter or the Corporation. In any such case either you or the Corporation
shall have the right to postpone the Closing Date, but in no event for longer
than seven days, in order that therequired changes, if any, in the
Registration Statement, in the Time of Sale Prospectus, in the
- 35 -
-------------------------------------------------------------------------------
Table of Contents
Prospectuses or in any other documents or arrangements may be effected. If, on
an Option Closing Date, any Underwriter or Underwriters shall fail or refuse
to purchase Additional Shares and theaggregate number of Additional Shares
with respect to which such default occurs is more than one tenth of the
aggregate number of Additional Shares to be purchased on such Option Closing
Date, the
non-defaulting
Underwriters shall have the option to (i) terminate their obligation hereunder
to purchase the Additional Shares to be sold on such Option Closing Date or
(ii) purchase not less thanthe number of Additional Shares that such non
defaulting Underwriters would have been obligated to purchase in the absence
of such default. Any action taken under this paragraph shall not relieve any
defaulting Underwriter from liability in respectof any default of such
Underwriter under this Agreement.
If this Agreement shall be terminated by the Underwriters, orany of them,
because of any failure or refusal on the part of the Corporation to comply
with the terms or to fulfill any of the conditions of this Agreement, or if
for any reason the Corporation shall be unable to perform its obligations
under thisAgreement, the Corporation will reimburse the Underwriters or such
Underwriters as have so terminated this Agreement with respect to themselves,
severally, for all out of pocket expenses (including the fees and
disbursements of their counsel)reasonably incurred by such Underwriters in
connection with this Agreement or the offering contemplated hereunder. In all
other instances, the Underwriters shall be solely responsible for their
out-of-pocket
expenses (including the fees and disbursements of their counsel) in connection
with the transactions contemplated by this Agreement.
13.
Entire Agreement
.
(a) This Agreement represents the entire agreement between the Corporation and
the Underwriters with respect to thepreparation of any Preliminary Prospectus,
the Time of Sale Prospectus, the Prospectuses, the conduct of the offering,
and the purchase and sale of the Shares, and supersedes all prior agreements,
understandings, negotiations and discussions,whether written or oral, between
those parties with respect to their respective rights and obligations in
respect of the transactions contemplated under this Agreement, including, for
greater certainty, that certain letter agreement, by and betweenthe
Bookrunners and the Corporation, dated May 21, 2024, which is hereby
terminated.
(b) The Corporationacknowledges that in connection with any activity that the
Underwriters may undertake or have undertaken in furtherance of the offering,
either before or after the date hereof: (i) the Underwriters have acted at
arm's length, are notagents of, and have assumed no, and owe no, fiduciary or
advisory duties to the Corporation or any of its subsidiaries, their
respective management, shareholders or creditors or any other person, (ii) the
Underwriters owe the Corporation onlythose duties and obligations set forth in
this Agreement, and (iii) the Underwriters may have interests that differ from
those of the Corporation. The Underwriters hereby expressly disclaim any
fiduciary or similar obligations to theCorporation or any of its subsidiaries,
either in connection with the transactions contemplated by this Agreement or
any matters leading up to such transactions, and the Corporation hereby
confirms its understanding and agreement to that effect. TheCorporation waives
and releases, to the full extent permitted by applicable law, any claims it
may have against the Underwriters arising from any actual, potential or
alleged breach of any fiduciary or similar duty to the Corporation in
- 36 -
-------------------------------------------------------------------------------
Table of Contents
connection with the transactions contemplated by this Agreement or any maters
leading up to such transactions.
14.
Survival.
The representations, warranties, covenants, indemnities and contribution
obligations of the Corporation contained in thisAgreement shall survive the
termination or completion of the transaction contemplated under this Agreement
and remain in full force and effect thereafter for the benefit of the
Underwriters until the later of (x) the third anniversary of theClosing Date
and (y) the latest date under Canadian Securities Laws or the Securities Act,
as applicable, that a purchaser of Shares may be entitled to commence an
action or exercise a right of rescission, with respect to a misrepresentationcon
tained in the Time of Sale Prospectus or either of the Prospectuses,
regardless in each case (x) and (y) of (i) any investigation made by or on
behalf of the Underwriters, (ii) delivery of and payment for the Shares
and(iii) any subsequent disposition by the Underwriters of the Shares. The
provisions of this Section 14 shall not apply if the Underwriters do not
purchase any of the Shares. In such circumstances there shall be no further
liability of theCompany to the Underwriters under the terms of this Agreement
except in respect of any liability that may have arisen or may thereafter
arise under Section 8(l) or Section 10.
15.
Action by the Underwriters
. All steps which must or may be taken by the Underwriters in connection with
this Agreement, with theexception of matters relating to termination, waiver
and the settlement of any indemnity claim may be taken by you on your behalf
and on behalf of the other Underwriters, and the execution of this Agreement
shall constitute the Corporation'sauthority for accepting notification of any
such steps or instructions by you.
16.
Counterparts
. This Agreement may be signed intwo or more counterparts (including by
facsimile or pdf), each of which shall be an original, with the same effect as
if the signatures thereto and hereto were upon the same instrument.
17.
Applicable Law
. This Agreement shall be governed by and construed in accordance with the
laws of the Province of Ontario and thefederal laws of Canada applicable
therein.
18.
Headings
. The headings of the sections of this Agreement have been inserted
forconvenience of reference only and shall not be deemed a part of this
Agreement.
19.
Notices
. All communications hereunder shall bein writing and effective only upon
receipt and if to the Underwriters shall be delivered, mailed or sent to you
in care of National Bank Financial Inc., Attn: Elian Terner, Managing Director
and Head, Global Mining & Metals InvestmentBanking, The Exchange Tower, 130
King Street W., 8
th
Floor, Toronto, Ontario, M5X 1J9, BMO Nesbitt Burns Inc., Attn: Ilan Bahar,
Managing Director &
Co-Head,
Global Metals & Mining, 100 King Street West, 4
th
Floor, Toronto, Ontario, M5X 1H3 and RBC Dominion Securities Inc., Attn: Phil
Wilkinson,Managing Director, Global Mining & Metals Investment Banking, 200
Bay Street, Royal Bank Plaza, 4
th
Floor, South Tower, Toronto, Ontario, M5J 2W7, with a copy (which shall not
constitutenotice to the Underwriters) to Davies Ward Phillips & Vineberg LLP,
155 Wellington Street West, Toronto, Ontario, M5V 3J7, Attn: David Wilson and
with a copy (which shall not constitute notice to the Underwriters) to
Skadden, Arps, Slate,Meagher & Flom LLP, 222 Bay Street, Suite 1750, P.O. Box
258, Toronto, Ontario, M5K 1J5, Attn: Ryan Dzierniejko; if to the Corporation
shall be delivered,
- 37 -
-------------------------------------------------------------------------------
Table of Contents
mailed or sent to IAMGOLD Corporation, Attn: Tim Bradburn, Senior Vice
President, General Counsel and Corporate Secretary, 150 King Street West,
Suite 2200, Toronto, Ontario, M5H 1J9, with a copy(which shall not constitute
notice to the Corporation) to Fasken Martineau DuMoulin LLP, 333 Bay Street,
Suite 2400, P.O. Box 20, Toronto, Ontario, M5H 2T6, Attn: John Turner / Alex
Nikolic and with a copy (which shall not constitute notice to theCorporation)
to Paul, Weiss, Rifkind, Wharton & Garrison LLP, 77 King Street West, Suite
3100, Toronto, ON M5K 1J3, Attn: Adam M. Givertz.
20.
Severability
. If any provision of this Agreement is determined to be void or unenforceable,
in whole or in part, such void orunenforceable provision shall not affect or
impair the validity of any other provision of this Agreement and shall be
severable from this Agreement.
21.
No Amendment or Waiver
. No amendment or waiver of any provision of this Agreement shall be binding
on either party unless consentedto in writing by such party. No waiver of any
provision of this Agreement shall constitute a waiver of any other provision,
nor shall any waiver of any provision of this Agreement constitute a
continuing waiver unless otherwise expressly provided.
22.
Time of The Essence
. Time shall be of the essence in this Agreement and, following any waiver or
indulgence by any party, timeshall again be of the essence of this Agreement.
23.
Recognition of the U.S. Special Resolution Regimes
.
In the event that any Underwriter that is a Covered Entity becomes subject to
a proceeding under a U.S. SpecialResolution Regime, the transfer from such
Underwriter of this Agreement, and any interest and obligation in or under
this Agreement, will be effective to the same extent as the transfer would be
effective under the U.S. Special Resolution Regime ifthis Agreement, and any
such interest and obligation, were governed by the laws of the United States
or a state of the United States.
In the event that any Underwriter that is a Covered Entity or a BHC Act
Affiliate of such Underwriter becomessubject to a proceeding under a U.S.
Special Resolution Regime, Default Rights under this Agreement that may be
exercised against such Underwriter are permitted to be exercised to no greater
extent than such Default Rights could be exercised underthe U.S. Special
Resolution Regime if this Agreement were governed by the laws of the United
States or a state of the United States.
Forpurposes of this Section 23, a "
BHC Act Affiliate
" has the meaning assigned to the term "affiliate" in, and shall be
interpreted in accordance with, 12 U.S.C. (s) 1841(k). "
Covered Entity
" meansany of the following: (i) a "covered entity" as that term is defined
in, and interpreted in accordance with, 12 C.F.R. (s) 252.82(b); (ii) a
"covered bank" as that term is defined in, and interpreted in accordance
with,12 C.F.R. (s) 47.3(b); or (iii) a "covered FSI" as that term is defined
in, and interpreted in accordance with, 12 C.F.R. (s) 382.2(b). "
Default Right
" has the meaning assigned to that term in, and shall beinterpreted in
accordance with, 12 C.F.R. (s)(s) 252.81, 47.2 or 382.1, as applicable. "
U.S. Special Resolution Regime
" means each of (i) the Federal Deposit Insurance Act and the regulations
promulgated thereunder and(ii) Title
- 38 -
-------------------------------------------------------------------------------
Table of Contents
II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the
regulations promulgated thereunder.
24.
Language.
The parties have expressly required this Agreement and all other documents
required or permitted to be given or enteredinto pursuant hereto to be drawn
up in the English language only. Les parties ont expressement demande que la
presente convention de prise ferme ainsi que tout autre document a etre ou
pouvant etredonne ou conclu en vertu des dispositions des presentes, soient
rediges en langue anglaise seulement.
[
Signature pages follow
.]
- 39 -
-------------------------------------------------------------------------------
Table of Contents
Very truly yours,
IAMGOLD CORPORATION
By: /s/ Renaud Adams
Name:Renaud Adams
Title:President and Chief Executive Officer
[Signature page tounderwriting agreement]
-------------------------------------------------------------------------------
Table of Contents
Accepted as of the date hereof.
By: NATIONAL BANK FINANCIAL INC.
By: /s/ Elian Terner
Name: Elian Terner
Title: Managing Director and Head, Global
Mining & Metals Investment Banking
By: BMO NESBITT BURNS INC.
By: /s/ Ilan Bahar
Name: Ilan Bahar
Title: Managing Director &
Co-Head,
Global
Metals & Mining
By: RBC DOMINION SECURITIES INC.
By: /s/ Phil Wilkinson
Name: Phil Wilkinson
Title: Managing Director, Global Mining &
Metals Investment Banking
By: CIBC WORLD MARKETS INC.
By: /s/ Steven Reid
Name: Steven Reid
Title: Managing Director and Head,
GlobalMining Investment Banking
[Signature page tounderwriting agreement]
-------------------------------------------------------------------------------
Table of Contents
By: SCOTIA CAPITAL INC.
By: /s/ Stephen Davy
Name: Stephen Davy
Title: Vice Chairman
By: TD SECURITIES INC.
By: /s/ Zac Ford
Name: Zac Ford
Title: Director
By: CANACCORD GENUITY CORP.
By: /s/ Tom Jakubowski
Name: Tom Jakubowski
Title: Managing Director, Global Head of
Metals & Mining, Investment Banking
By: CORMARK SECURITIES INC.
By: /s/ Darren Wallace
Name: Darren Wallace
Title: Managing Director, Investment
Banking
[Signature page tounderwriting agreement]
-------------------------------------------------------------------------------
Table of Contents
SCHEDULE I
Underwriter Number of Firm Shares
To Be Purchased
National Bank Financial Inc. 14,400,000
BMO Nesbitt Burns Inc. 14,400,000
RBC Dominion Securities Inc. 14,400,000
CIBC World Markets Inc. 8,640,000
Scotia Capital Inc. 8,640,000
TD Securities Inc. 8,640,000
Canaccord Genuity Corp. 1,440,000
Cormark Securities Inc. 1,440,000
Total: 72,000,000
-------------------------------------------------------------------------------
Table of Contents
SCHEDULE II
Time of Sale Prospectus
U.S. Preliminary Prospectus.
Term sheet dated May 21, 2024, substantially in the form of Schedule II A.
-------------------------------------------------------------------------------
Table of Contents
The informationcontained in this Preliminary Prospectus Supplement is not
complete and may be changed. This Preliminary Prospectus Supplement and the
accompanying Prospectus are not an offer to sell and are not soliciting an
offer to buy these securities in anyjurisdiction where the offer or sale is
not permitted.
Subject to Completion, Dated May 21, 2024
PRELIMINARY PROSPECTUS SUPPLEMENT
to the Short Form Base Shelf Prospectus dated September 1, 2022
New Issue May 21,
2024
IAMGOLD CORPORATION
US$
Common Shares
This prospectus supplement (the"Prospectus Supplement") of IAMGOLD Corporation
("IAMGOLD" or the "Corporation"), together with the accompanying short form
base shelf prospectus dated September 1, 2022 (the "Prospectus"), qualifies
thedistribution (the "Offering") ofcommon shares of the Corporation (the
"Offered Shares") at a price of US$per Offered Share (the "Offering Price").
The Offering is being made pursuant to an underwriting agreement (the
"Underwriting Agreement") dated May, 2024between the Corporation and National
Bank Financial Inc. ("NBF"), BMO Nesbitt Burns Inc., ("BMO") and RBC Dominion
Securities Inc. ("RBC") as lead underwriters (the "Lead Underwriters")and
(collectively with the Lead Underwriters, the "Underwriters"). The Offering is
being made concurrently in each of the provinces and territories of Canada,
other than Quebec and Nunavut, under theterms of this Prospectus Supplement
and in the United States under the terms of a Registration Statement on Form
F-10
filed with the United States Securities and Exchange Commission (the "SEC")
ofwhich this Prospectus Supplement forms a part.
The outstanding common shares of the Corporation (the "Common Shares") are
listed on the TorontoStock Exchange (the "TSX") under the symbol "IMG" and on
the New York Stock Exchange (the "NYSE") under the symbol "IAG". On May 17,
2024 and May 20, 2024, respectively, the last Canadian and U.S.trading days
prior to the date of the public announcement of the Offering, respectively,
the closing price of the Common Shares on the TSX was C$6.17 and the closing
price of the Common Shares on the NYSE was US$4.53. The Offering Price
wasdetermined by negotiation between the Corporation and the Underwriters. The
Corporation will apply to list the Offered Shares on the TSX and the NYSE.
Listing of the Offered Shares will be subject to the Corporation fulfilling
all of the listingrequirements of the TSX and the NYSE.
Price US$per Offered Share
This Offering is made by a Canadian issuer that is permitted, under the
multijurisdictional disclosure system ("MJDS") adopted by the securitiesregulato
ry authorities in United States and Canada, to prepare this Prospectus
Supplement and the Prospectus in accordance with Canadian disclosure
requirements. Purchasers of the Offered Shares should be aware that such
requirements are differentfrom those of the United States. Financial
statements incorporated herein by reference have been prepared in accordance
with International Financial Reporting Standards, as issued by the
International Accounting Standards Board, and are subject toCanadian auditing
and auditor independence standards, and thus may not be comparable to
financial statements of United States companies prepared in accordance with
United States generally accepted accounting principles.
Purchasers of the Offered Shares should be aware that the acquisition, holding
or disposition of the Offered Shares may have tax consequences both in
theUnited States and in Canada. Such consequences for purchasers who are
resident in, or citizens of, the United States or who are resident in Canada
may not be described fully herein. Prospective investors should read the tax
discussion under theheadings "
Certain Canadian Federal Income Tax Considerations
" and "
Certain United
States Federal Income Tax Considerations
" of this Prospectus Supplement and shouldconsult their own tax advisors with
respect to their own personal circumstances.
The enforcement by investors of civil liabilities under UnitedStates federal
securities laws may be affected adversely because the Corporation is
incorporated in Canada, most of its officers and directors and all of the
experts named in this Prospectus Supplement or the Prospectus are not
residents of theUnited States, and all of its assets are located outside of
the United States.
THE OFFERED SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECOR ANY
STATE OR CANADIAN SECURITIES COMMISSION, NOR HAS THE SEC OR ANY STATE OR
CANADIAN SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS ACRIMINAL OFFENSE.
The Underwriters, as principals, conditionally offer the Offered Shares
subject to prior sale, if, as and when issued by theCorporation and accepted
by the Underwriters in accordance with the conditions contained in the
Underwriting Agreement referred to under "
Plan of Distribution
", and subject to approval of certain legal matters on theCorporation's behalf
by Paul, Weiss, Rifkind, Wharton & Garrison LLP with respect to matters of
U.S. law and Fasken Martineau DuMoulin LLP with respect to matters of Canadian
law, and on behalf of the Underwriters by Skadden, Arps,Slate, Meagher & Flom
LLP with respect to matters of U.S. law and by Davies Ward Phillips & Vineberg
LLP with respect to matters of Canadian law.
Investing in the Offered Shares involves significant risks. Prospective
purchasers of the Offered Shares should carefully consider the risk factors
describedunder the heading "
Risk Factors
" in this Prospectus Supplement, the Prospectus, and the documents
incorporated by reference herein and therein.
-------------------------------------------------------------------------------
Table of Contents
All dollar amounts in this Prospectus Supplement and the accompanying
Prospectus are in United Statesdollars, unless otherwise indicated. See "
Currency Presentation and Exchange Rate Information
".
Price to the Underwriting Net Proceeds to
Public Fee the
(1) Corporation
(2)
Per Offered Share US$ US$ US$
Total US$ US$ US$
(3)
Notes:
(1) The Corporation has agreed to pay the Underwriters a fee (the "Underwriting Fee")
equalto% of the gross proceeds of the Offering, being US$per Offered Share.
(2) After deducting the Underwriting Fee, but before deducting the expenses of the Offering estimated to beUS$.
(3) The Corporation has granted the Underwriters an over-allotment option (the "Over-Allotment Option")exercisable
in whole or in part at the sole discretion of the Underwriters, at any time and from time
to time for a period of 30 days from closing of the Offering, to purchase up to an additionalCommon
Shares,representing an amount equal to 15% of the aggregate Common Shares sold on the Closing Date (as
hereinafter defined), on the same terms as set forth above (the "Additional Shares"), solely to cover
over-allotments, if any, and for marketstabilization purposes. If the Over-Allotment Option is exercised
in full, the total number of Offered Shares will be, the total price to the public will be US$, the
total Underwriting Fee willbe US$, and the net proceeds to the Corporation, after deducting the
Underwriting Fee but before deducting the estimated expenses of the Offering, will be US$. This Prospectus
Supplement,together with the accompanying Prospectus, also qualifies the grant of the Over-Allotment
Option and the distribution of the Additional Shares to be issued and sold upon exercise of the
Over-Allotment Option. A person who acquires Common Sharesforming part of the Underwriters' over-allocation
position acquires such shares under this Prospectus Supplement and the Prospectus regardless of
whether the over-allocation position is ultimately filled through the exercise of theOver-Allotment
Option or secondary market purchases. Unless the context otherwise requires, references to "Offered
Shares" in this Prospectus Supplement include the Additional Shares, if the context requires. See "
Plan ofDistribution
".
The following table sets out the number of Additional Shares that may be
issued by the Corporation to theUnderwriters pursuant to the Over-Allotment
Option.
Underwriters' Position Maximum Size Exercise Period Exercise Price
Over-Allotment Option Up toAdditional Shares Up to 30 days from the closing of the Offering US$per Additional Share
In connection with the Offering and subject to applicable laws, the
Underwriters may over-allot or effect transactions that areintended to
stabilize or maintain the market price of the Common Shares at levels other
than that which might otherwise prevail in the open market. Such transactions,
if commenced, may be discontinued at any time. See "
Plan of Distribution-
Price Stabilization and Short Positions
".
The Underwriters may sell Offered Shares for less than the initial offering
price statedabove in certain circumstances. See "
Plan of Distribution
".
Subscriptions for the Offered Shares will be receivedsubject to rejection in
whole or in part and the right is reserved to close the subscription books at
any time without notice. It is expected that the closing of the Offering will
occur on or about May, 2024, or onsuch other date as may be agreed upon by the
Corporation and the Underwriters (which date shall not be later than 42 days
after the date of this Prospectus Supplement) (the "Closing Date"). Other than
pursuant to certain exceptions,registration of interests in and transfers of
Offered Shares held through CDS Clearing and Depositary Services Inc. ("CDS"),
or its nominee, will be made electronically through the
non-certificated
inventory ("NCI") system of CDS. Offered Shares registered to CDS or its
nominee will be deposited electronically with CDS on an NCI basis on the
Closing Date. A purchaser of Offered Shares will receive only a customer
confirmation fromthe registered dealer through which the Offered Shares are
purchased. The Corporation expects that delivery of the Offered Shares will be
made against payment therefor on or about the Closing Date, which will be the
third business day (in the UnitedStates) following the date of pricing of the
Offered Shares. Trades in the secondary market generally are required to
settle in two business days, unless the parties to any such trade expressly
agree otherwise. Accordingly, investors who wish totrade Offered Shares prior
to the Closing Date may be required to specify an alternative settlement cycle
at the time of any such trade to prevent a failed settlement. Investors who
wish to trade Offered Shares prior to the Closing Date shouldconsult their own
advisors. See "
Plan of Distribution
".
NBF, BMO, RBC andare affiliates of Canadianchartered banks that are part of
the syndicate of lenders that has provided a revolving credit facility to
IAMGOLD. Consequently, IAMGOLD may be considered a "connected issuer" within
the meaning of National Instrument
33-105--
Underwriting Conflicts
of NBF, BMO, RBC andunder applicable Canadian securities laws in connection
with the Offering. See "
Relationshipbetween the Corporation and Certain Underwriters
".
The registered and principal office of the Corporation is located at 150 King
StreetWest, Suite 2200, Toronto, Ontario M5H 1J9.
Peter O'Hagan, Ann Masse, and Audra Walsh, being directors of the Corporation,
reside outside ofCanada. Each of Mr. O'Hagan, Ms. Masse and Ms. Walsh have
appointed the Corporation at 150 King Street West, Suite 2200, Toronto,
Ontario M5H 1J9, as their agent for service of process in Canada. Purchasers
are advised that itmay not be possible for investors to enforce judgements
obtained in Canada against Mr. O'Hagan, Ms. Masse or Ms. Walsh, even though
each of Mr. O'Hagan, Ms. Masse and Ms. Walsh have appointed an agent
forservice of process.
Francois J. Sawadogo, Michel Dromacque and Denis Doucet, Franck Napon, being
co-authors
of the technical report entitled "Technical Report on the Essakane Gold Mine,
Sahel Region, Burkina Faso (effective September 30, 2023)" and Deena Nada, a
co-author
of the technical reportentitled "Technical Report on the Cote Gold Mine,
Ontario, Canada (effective June 30, 2022)" reside outside of Canada. Each of
Messrs. Sawadogo, Dromacque and Doucet and Ms. Nada has appointed the
Corporation at 150King Street West, Suite 2200, Toronto, Ontario M5H 1J9, as
their agent for service of process in Canada. Purchasers are advised that it
may not be possible for investors to enforce judgements obtained in Canada
against Messrs. Sawadogo, Dromacque orDoucet or Ms.Nada.
-------------------------------------------------------------------------------
Table of Contents
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
Page
IMPORTANT NOTICE ABOUT INFORMATION IN THIS PROSPECTUS SUPPLEMENT S-1
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS S-1
CAUTIONARY NOTE TO U.S. INVESTORS REGARDING MINERAL REPORTING STANDARDS S-5
FINANCIAL INFORMATION S-5
CURRENCY PRESENTATION AND EXCHANGE RATE INFORMATION S-5
NON-GAAP S-5
FINANCIAL MEASURES
DOCUMENTS INCORPORATED BY REFERENCE S-6
MARKETING MATERIALS S-7
AVAILABLE INFORMATION S-7
THE CORPORATION S-9
RECENT DEVELOPMENTS S-10
RISK FACTORS S-11
CONSOLIDATED CAPITALIZATION S-14
DESCRIPTION OF COMMON SHARES S-14
USE OF PROCEEDS S-14
PLAN OF DISTRIBUTION S-15
RELATIONSHIP BETWEEN THE ISSUER AND CERTAIN UNDERWRITERS S-19
PRIOR SALES S-20
TRADING PRICE AND VOLUME S-23
CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS S-24
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS S-28
LEGAL MATTERS S-32
AUDITORS, TRANSFER AGENT AND REGISTRAR S-32
ENFORCEABILITY OF CIVIL LIABILITIES S-33
DOCUMENTS FILED AS PART OF THE REGISTRATION STATEMENT S-33
S-i
-------------------------------------------------------------------------------
Table of Contents
TABLE OF CONTENTS
(continued)
BASE SHELFPROSPECTUS
Page
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS 1
CAUTIONARY NOTE TO U.S. INVESTORS REGARDING MINERAL REPORTING STANDARDS 3
FINANCIAL INFORMATION 3
CURRENCY PRESENTATION AND EXCHANGE RATE INFORMATION 3
DOCUMENTS INCORPORATED BY REFERENCE 4
TECHNICAL AND THIRD-PARTY INFORMATION 6
AVAILABLE INFORMATION 6
THE CORPORATION 6
RECENT DEVELOPMENTS 7
CONSOLIDATED CAPITALIZATION 8
EARNINGS COVERAGE RATIOS 8
USE OF PROCEEDS 8
PLAN OF DISTRIBUTION 9
DESCRIPTION OF SHARE CAPITAL 10
DESCRIPTION OF DEBT SECURITIES 10
DESCRIPTION OF WARRANTS 17
DESCRIPTION OF SUBSCRIPTION RECEIPTS 18
PRIOR SALES 19
TRADING PRICE AND VOLUME 21
INTEREST OF EXPERTS 22
LEGAL MATTERS 22
AUDITORS, TRANSFER AGENT AND REGISTRAR 22
RISK FACTORS 22
OTHER 23
ENFORCEABILITY OF CIVIL LIABILITIES 23
DOCUMENTS FILED AS PART OF THE REGISTRATION STATEMENT 24
S-ii
-------------------------------------------------------------------------------
Table of Contents
IMPORTANT NOTICE ABOUT INFORMATION IN THIS PROSPECTUSSUPPLEMENT
This document is in two parts. The first part is this Prospectus Supplement,
which describes the specific terms of theOffering and also adds to and updates
information contained in the accompanying Prospectus and the documents
incorporated by reference herein and therein. The second part, the Prospectus,
gives more general information, some of which may not applyto the Offering
under this Prospectus Supplement. This Prospectus Supplement is deemed to be
incorporated by reference into the Prospectus solely for the purposes of the
Offering constituted by this Prospectus Supplement.
Investors should rely only on the information contained in or incorporated by
reference in this Prospectus Supplement and the accompanyingProspectus. If the
description of the Offering or any other information varies between this
Prospectus Supplement and the Prospectus (including the documents incorporated
by reference herein and therein), investors should rely on the information
inthis Prospectus Supplement. The Corporation has not, and the Underwriters
have not, authorized anyone to provide investors with different or additional
information. If anyone provides you with any different, inconsistent or other
information, youshould not rely on it. You should not assume that the
information contained in or incorporated by reference in this Prospectus
Supplement or the Prospectus is accurate as of any date other than the date of
the document in which such informationappears, except as otherwise specified
therein. The Corporation's business, financial condition, results of
operations and prospects may have changed since those dates.
The Corporation is not, and the Underwriters are not, making an offer in
respect of the Offered Shares in any jurisdiction where such offer isnot
permitted by law.
Except as the context otherwise requires, when used herein, all references to
Offered Shares include any AdditionalShares issued in connection with any
exercise of the Over-Allotment Option.
CAUTIONARY STATEMENT REGARDINGFORWARD-LOOKING STATEMENTS
All information included in this Prospectus Supplement, including any
information as to theCorporation's future financial or operating performance
and other statements that express management's expectations or estimates of
future performance, including statements in respect of the prospects and/or
development of theCorporation's projects, other than statements of historical
fact, constitutes forward-looking information or forward-looking statements
within the meaning of applicable securities laws (collectively referred to
herein as "forward-lookingstatements") and such forward-looking statements are
based on expectations, estimates and projections as of the date of this
Prospectus Supplement. Forward-looking statements are generally identifiable
by the use of words such as"may", "will", "should", "would", "could",
"continue", "expect", "budget", "aim", "can", "focus", "forecast","anticipate",
"estimate", "believe", "intend", "plan", "project", "budget", "schedule",
"guidance", "outlook", "potential","seek", "targets", "cover", "strategy",
"superior", "during", "ongoing", "subject to", "future", "objectives",
"opportunities","committed", "prospective", or "project" or the negative of
these words or other variations on these words or comparable terminology. For
example, forward-looking statements in this Prospectus Supplement
include,without limitation, those under the headings "Important Notice About
Information In This Prospectus Supplement", "Documents Incorporated By
Reference", "Marketing Materials", "Available Information", "TheCorporation",
"Recent Developments", "Risk Factors", "Description Of Common Shares", "Use of
Proceeds", "Plan Of Distribution", "Relationship Between The Issuer And
CertainUnderwriters", "Certain Canadian Federal Income Tax Considerations",
"Certain United States Federal Income Tax Considerations", "Legal Matters",
"Enforceability Of Civil Liabilities", and include, but arenot limited to,
statements with respect to: the estimation of mineral reserves and mineral
resources (including, but not limited to potential for further increases at
the Essakane, Westwood and Cote Gold mines) and the realization ofsuch
estimates; operational and financial performance including the Corporation's
guidance for and actual results of production, costs and capital and other
expenditures such as exploration and including depreciation expense and
effective taxrate; the expected costs and schedule to commence commercial
production at the Cote Gold Mine;
S-1
-------------------------------------------------------------------------------
Table of Contents
the updated
life-of-mine
plan,
ramp-up
assumptions and other projectmetrics including operating costs in respect to
the Cote Gold Mine; expected benefits from the operational improvements and
de-risking
strategies implemented or to be implemented by theCorporation; the ability of
the Corporation to effect the repurchase of the Transferred Interest (as
defined herein) on the expected terms, if at all; mine development activities;
the Corporation's global outlook and that of each of its mines;the
Corporation's capital allocation and liquidity; the composition of the
Corporation's portfolio of assets including its operating mines, development
and exploration projects; exploration results, future work programs,
capitalexpenditures and objectives, evolution and economic performance of
development projects (including, but not limited to, the Nelligan project, the
Monster Lake project and the Diakha-Siribaya project) and exploration budgets
and targets; thecompletion of the sale of the Corporation's interests in its
exploration and development projects in Senegal, Mali and Guinea (collectively,
the "Bambouk Assets"); permitting timelines and the expected receipt of
permits andgovernment incentives; contractual commitments, royalty payments,
litigation matters and measures for mitigating financial and operational
risks; inflation and inflationary pressures; global supply chain constraints;
environmental verification,biodiversity and social development projects; the
price and ability to secure alternative sources of consumables of comparable
quality and on reasonable terms; workforce and contractor availability, labour
costs, availability, and other labourimpacts; the impacts of weather; measures
to address climate change and greenhouse gas emissions; the future price of
gold and other commodities; regulatory filings; continuous access to capital
markets; equity financings; prepay arrangements;investor relations activities;
contractual commitments, royalty payments, litigation matters and measures for
mitigating financial and operational risks; steps taken to assess the use of
forced labour and child labour in supply chains; foreignexchange rates and
currency fluctuations; financial instruments; hedging strategies; impairment
assessments and assets carrying values estimates; anticipated liabilities
regarding site closure and employee benefits; the integration or expansion
ofoperations, technologies and personnel of acquired operations and
properties; safety and security concerns in the jurisdictions in which the
Corporation operates and the impact thereof on the Corporation's operational
and financial performanceand financial condition; and government regulation of
mining operations.
The Corporation cautions the reader that forward-lookingstatements are
necessarily based upon a number of estimates and assumptions that, while
considered reasonable by management, are inherently subject to significant
business, financial, operational and other risks, uncertainties, contingencies
andother factors, including those described below, which could cause actual
results, performance or achievements of the Corporation to be materially
different from results, performance or achievements expressed or implied by
such forward-lookingstatements and, as such, undue reliance must not be placed
on them. Forward-looking statements are in no way guarantees of future
performance. Forward-looking statements are also based on numerous material
factors and assumptions, including asdescribed in this Prospectus Supplement,
including with respect to: the Corporation's present and future business
strategies; operations performance within expected ranges; anticipated future
production and cash flows; local and global economicconditions and the
environment in which the Corporation will operate in the future; the price of
precious metals, other minerals and key commodities; projected mineral grades;
international exchanges rates; anticipated capital and operating costs;the
availability and timing of required governmental and other approvals for the
construction of the Corporation's projects.
Statements concerning actual mineral reserves and mineral resources estimates
are also deemed to constitute forward looking statements to theextent that
they involve estimates of the mineralization that will be encountered if the
relevant project or property is developed and, in the case of mineral
reserves, such statements reflect the conclusion based on certain assumptions
that themineral deposit can be economically exploited.
Risks, uncertainties, contingencies and other factors that could cause actual
results,performance or achievements of the Corporation to be materially
different from results, performance or achievements expressed or implied by
such forward-looking statements include, without limitation: accuracy of
mineral reserve and mineral resourceestimates; the ability to replace mineral
reserves depleted by production; the ability of the Corporation to
successfully complete the commencement of commercial production from the Cote
Gold mine; the ability of the Corporation tocomplete the sales of the
remaining Bambouk Assets; risks relating to the importance of the Essakane
mine for the Corporation's financial performance; the Corporation's business
S-2
-------------------------------------------------------------------------------
Table of Contents
strategies and its ability to execute thereon; the ability of the Corporation
to complete pending transactions; risks related to making acquisitions,
including the integration of operations, anddivestitures; security risks,
including civil unrest, war or terrorism and disruptions to the Corporation's
supply chain and transit routes as a result of such security risks,
particularly in Burkina Faso and the Sahel region surrounding theEssakane
mine; risks and uncertainties related to the Corporation's preliminary
economic assessments,
pre-feasibility
and feasibility studies on greenfield and brownfield projects; the influence
ofenvironmental conditions, worker retention and mine design plans on the
Corporation's established production targets; the availability of labour and
qualified contractors; the availability of key inputs for the Corporation's
operations anddisruptions in global supply chains; the volatility of the
Corporation's securities; litigation; contests over title to properties,
particularly title to undeveloped properties; mine closure and rehabilitation
risks; uncertainties in thevalidity of mining interests and the ability to
acquire new properties and retain skilled and experienced employees;
unexpected mine closures due to unplanned catastrophic events or sustained
decline in gold prices; risks and expenses related toreclamation costs and
related liabilities; inability to control standards of
non-controlled
assets; risks normally associated with the conduct of joint ventures;
management of certain of the Corporation'sassets by other companies or joint
venture partners; the lack of availability of insurance covering all of the
risks associated with a mining company's operations; differences between the
assumption of fair value estimates with respect to thecarrying amount of
mineral interests and actual fair values; various risks and hazards beyond the
Corporation's control, many of which are not economically insurable; risks and
hazards inherent to the mining industry, most of which are beyondthe
Corporation's control; unexpected geological conditions; competition and
consolidation in the mining sector; the profitability of the Corporation being
highly dependent on the condition and results of the mining industry as a
whole, and thegold mining industry in particular; hazards normally encountered
in the mining business including unusual or unexpected geological formations,
rock bursts,
cave-ins,
seismic events, floods, the inability toachieve designed processing plant
throughputs or metallurgical recoveries and other conditions; failure to keep
pace with innovations affecting the mining industry; failure of the
hydrostatic plug at the Westwood mine; the use of hazardousmaterials,
including cyanide, in gold production; risks related to shareholder activism
and any disruptions in the Corporation's strategy, operations or leadership;
any geotechnical failures and an inability of the Corporation'sgeotechnical
experts to predict and prevent such failures; ability to compete with the
Corporation's competitors in acquiring exploration properties and mining
assets; past market events and conditions and the deterioration of general
economicindicators; risks related to potential further expansion activities at
the Essakane, Westwood, and Cote Gold mines; changes in the global prices for
gold, and commodities used in the operation of the Corporation's business(includ
ed, but not limited to diesel, fuel oil and electricity); legal, litigation,
legislative, political or economic risks and new developments in the
jurisdictions in which the Corporation carries on business which may include
the possibility forpolitical unrest, foreign military intervention, acts of
war, terrorism, sabotage and civil disturbances; risks related to the
Ukraine-Russia war and conflicts in the Middle East, including extreme
volatility and disruptions in the global financialmarkets, production and
supply chains, social, economic, and labour instability, and increased
government regulations; continuously evolving legislation, which may have
unknown and negative impacts on operations; the cost of compliance with
publicdisclosure and corporate governance regulations and the risks associated
with
non-compliance
with such regulations; failure to comply with anti-corruption or anti-bribery
laws and regulations; undetectedfailures in internal controls over financial
reporting; changes in mining and tax regimes; potential treatment of the
Corporation as a passive foreign investment company under the U.S. Internal
Revenue Code; the failure to obtain in a timely mannerfrom authorities key
licenses and permits, authorizations or approvals necessary for transactions,
exploration, development or operation, operating or technical difficulties in
connection with mining or development activities, including geotechnicaldifficul
ties and major equipment failure; the inability of the Corporation to
participate in any gold price increase above the cap in any collar transaction
entered into in conjunction with certain gold sale prepayment arrangements;
the ability todeliver gold as required under forward gold sale arrangements;
the rights of counterparties to terminate forward gold sale arrangements in
certain circumstances; the availability of capital; the level of liquidity and
capital resources; the failureto effectively allocate capital; public company
obligations; the use of cryptocurrency and any related negative impact on gold
prices; unanticipated production costs; that the Corporation does not intend
to pay dividends; access to capital marketsand financing; the Corporation's
level of indebtedness; that the Corporation does not intend to pay dividends;
the Corporation's ability to satisfy covenants under its credit facilities;
defaults
S-3
-------------------------------------------------------------------------------
Table of Contents
under the Corporation's senior secured credit facility, term loan or senior
unsecured notes due to a violation of covenants contained therein; changes in
interest rates or gold lease rates;adverse changes in the Corporation's credit
rating; the Corporation's choices in capital allocation; the failure of cost
reduction initiatives; effectiveness of the Corporation's ongoing cost
containment efforts; theCorporation's ability to execute on
de-risking
activities and measures to improve operations; actual costs and economic
returns may differ materially from the Corporation's estimates; availability
ofspecific assets to meet contractual obligations; risks related to
third-party contractors, including reduced control over aspects of the
Corporation's operations and/or the failure and/or the effectiveness of
contractors to perform; risksarising from holding derivative instruments;
changes in U.S. dollar and other currency exchange rates or gold lease rates;
capital and currency controls in foreign jurisdictions; assessment of carrying
values for the Corporation's assets,including the ongoing potential for
material impairment and/or write-downs of such assets; the speculative nature
of exploration and development, including the risks of diminishing quantities
or grades of reserves; the fact that reserves andresources, expected
metallurgical recoveries, capital and operating costs are estimates which may
require revision; the presence of unfavourable content in ore deposits,
including clay and coarse gold; any limitations on the transfer of cash
orother assets between the Corporation or its subsidiaries; risks associated
with shareholder dilution; inaccuracies in life of mine plans; failure to meet
operational targets; equipment malfunctions; information systems security
threats andcybersecurity; laws and regulations governing the protection of the
environment; employee relations and labour disputes; the maintenance of
tailings storage facilities and the potential for a major spill or failure of
the tailings facilities due touncontrollable events, lack of reliable
infrastructure, including access to roads, bridges, power sources and water
supplies; physical and regulatory risks related to climate change;
unpredictable weather patterns and challenging weather conditionsat mine
sites; force majeure events; disruptions from weather related events resulting
in limited or no productivity such as forest fires, flooding, heavy snowfall,
poor air quality, and extreme heat or cold; management of biodiversity
andconservation at the Corporation's properties; attraction and retention of
key employees and other qualified personnel; dependence on key personnel; risk
and unknown costs of litigation; availability and increasing costs associated
with mininginputs and labour, negotiations with respect to new, reasonable
collective labour agreements and/or collective bargaining agreements may not
be agreed to; the ability of contractors to timely complete projects on
acceptable terms; risks related tothe Corporation's reliance on third parties,
such as reduced control of operations; the relationship with the communities
surrounding the Corporation's operations and projects; risks related to
reputational losses and strained governmentand community relations; risks
related to any potential human rights abuses or responsible sourcing of raw
materials; indigenous rights or claims; illegal mining; the potential direct
or indirect operational impacts resulting from external factors,including
infectious diseases, pandemics, or other public health emergencies; health
risks associated with the Corporation's mining work force; and the inherent
risks involved in the exploration, development and mining business
generally.Although the Corporation has attempted to identify important factors
that could cause actual results to differ materially from expectations,
intentions, estimates or forecasts, there may be other factors that could
cause results to differ from whatis anticipated, estimated or intended. Please
see the risk factors described under the heading "Risk Factors" in this
Prospectus Supplement, under the heading "Risk Factors" in the Corporation's
annual information form,dated March 14, 2024 for the year ended December 31,
2023, or Form
40-F,
and under the heading "Risks and Uncertainties" in the management's discussion
and analysis of financialposition and results of operation of the Corporation
for the three months ended March 31, 2024 available on www.sedarplus.ca or
www.sec.gov/edgar for a comprehensive discussion of the risks faced by the
Corporation and which may cause actualresults, performance or achievements of
the Corporation to be materially different from results, performance or
achievements expressed or implied by forward-looking statements. Although the
Corporation has attempted to identify important factorsthat 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. The Corporation disclaims any intention
orobligation to update or revise any forward-looking statements whether as a
result of new information, future events or otherwise except as required by
applicable law.
S-4
-------------------------------------------------------------------------------
Table of Contents
CAUTIONARY NOTE TO U.S. INVESTORS REGARDING MINERAL REPORTINGSTANDARDS
Disclosure regarding the Corporation's mineral properties, including with
respect to mineral reserve and mineralresource estimates included in this
Prospectus Supplement, the Prospectus and the documents incorporated by
reference herein, was prepared in accordance with Canadian National Instrument
43-101--Standards
of Disclosure for Mineral Projects ("NI
43-101").
NI
43-101
is a rule developed by the Canadian Securities Administrators that establishes
standards for allpublic disclosure an issuer makes of scientific and technical
information concerning mineral projects.
NI
43-101
differs significantly from the disclosure requirements of the SEC generally
applicable to U.S. companies. Accordingly, information contained in this
Prospectus Supplement, the Prospectus and thedocuments incorporated by
reference herein is not comparable to similar information made public by U.S.
companies reporting pursuant to SEC disclosure requirements.
FINANCIAL INFORMATION
The financial statements of the Corporation incorporated by reference in this
Prospectus Supplement are reported in United States dollars andhave been
prepared in accordance with International Financial Reporting Standards as
issued by the International Accounting Standards Board ("IFRS") which differ
from United States generally accepted accounting principles.
CURRENCY PRESENTATION AND EXCHANGE RATE INFORMATION
All dollar amounts in this Prospectus Supplement are in United States dollars,
unless otherwise indicated. All references to "$" or"US$" refer to U.S.
dollars and "C$" refers to Canadian dollars. On May 17, 2024, the daily
average rate for Canadian dollars in terms of the United States dollar, as
quoted by the Bank of Canada, was US$1.00 = C$1.3615 orC$1.00 = US$0.7345.
The following table sets forth, for each of the periods indicated, the high,
low, closing and daily average rates forCanadian dollars in terms of the
United States dollar, as reported by the Bank of Canada.
Three months Year ended
ended March 31, December 31,
2024 2023 2023 2022
High 1.3593 1.3807 1.3875 1.3856
Low 1.3316 1.3312 1.3128 1.2451
Closing 1.3550 1.3533 1.3226 1.3544
Average 1.3488 1.3526 1.3497 1.3011
NON-GAAP
FINANCIAL MEASURES
In this Prospectus Supplement, including the documents incorporated or deemed
incorporated by reference herein, the Corporation uses the terms"average
realized gold price per ounce sold", "cash costs", "cash costs per ounce sold",
"all-in
sustaining cost" ("AISC"), "AISC per ounce sold","sustaining capital
expenditures", "expansion capital expenditures", "EBITDA", "Adjusted EBITDA",
"Adjusted Net Earnings (Loss) Attributable to Equity Holders", "Net Cash from
OperatingActivities before Changes in Working Capital", "Mine-Site Free Cash
Flow", "Liquidity" and "Net Cash (Debt)" all of which are
non-GAAP
financial measures within the meaningof applicable Canadian securities laws
and should not be considered in isolation or as a substitute for measures of
performance prepared in accordance with IFRS. The
non-GAAP
financial measures disclosures areincluded in the Corporation's Annual MD&A
(as defined below).
S-5
-------------------------------------------------------------------------------
Table of Contents
DOCUMENTS INCORPORATED BY REFERENCE
This Prospectus Supplement is deemed, as of the date hereof, to be
incorporated by reference into the accompanying Prospectus only for
thepurposes of the Offering.
The Corporation's filings through SEDAR+ are not incorporated by reference in
this ProspectusSupplement except as specifically set out herein.
Information has been incorporated by reference in this Prospectus Supplement
fromdocuments filed with securities commissions or similar regulatory
authorities in Canada and filed with, or furnished to, the SEC.
The following documents, filed by the Corporation with the securities
commissions or similar regulatory authoritiesin each of the provinces and
territories of Canada, are specifically incorporated by reference into, and
form an integral part of, the Prospectus and this Prospectus Supplement:
(a) the annual information form for the year ended December 31, 2023 dated March 14, 2024;
(b) the audited consolidated balance sheets as of December 31, 2023 and 2022 and the consolidated
statements of earnings (loss), comprehensive income (loss), changes in equity and
cash flows for the years then ended, and the related notes thereto, together with the Reports
of Independent Registered Public Accounting Firm (the "Annual Financial Statements");
(c) management's discussion and analysis of financial position and results of operations
of the Corporation for the year ended December 31, 2023 (the "Annual MD&A");
(d) the interim unaudited consolidated balance sheet as of March 31, 2024, the related
interim unaudited consolidated statements of earnings (loss), comprehensive income
(loss), changes in equity and cash flows for the three-month periods ended March
31,2024 and 2023, and the related notes thereto (the "Interim Financial Statements");
(e) management's discussion and analysis of financial position and results of operations
of the Corporation for the three months ended March 31, 2024 (the "Interim MD&A");
(f) the management information circular of the Corporation dated April 23, 2024 prepared in connection with the annual general
meeting of shareholders of the Corporation to be held on May 29, 2024 (the "Management Information Circular"); and
(g) the template version of the term sheet relating to this Offering filed on May, 2024 (the"Marketing Materials").
Any document of the type referred to in section 11.1 of Form
44-101F1
of National Instrument
44-101
-
Short Form Prospectus Distributions
("NI
44-101")
filed by theCorporation with the securities commissions or similar regulatory
authorities in Canada after the date of this Prospectus Supplement and prior
to the termination of this Offering shall be deemed to be incorporated by
reference in the Prospectus andthis Prospectus Supplement. In addition, any
such documents which are filed on Form
40-F
with or, (if and to the extent expressly provided) furnished on Form
6-K
to, theSEC after the date of this Prospectus Supplement and prior to the
termination of this Offering shall be deemed to be incorporated by reference
into the Prospectus, this Prospectus Supplement and the registration statement
of which this ProspectusSupplement forms a part, and incorporated by reference
as an exhibit to the registration statement of which the Prospectus forms a
part. The documents incorporated or deemed to be incorporated herein by
reference contain meaningful and materialinformation relating to the
Corporation and the readers should review all information contained in this
Prospectus Supplement, the accompanying Prospectus, and the documents
incorporated or deemed to be incorporated herein or therein by reference.
Any statement contained in this Prospectus Supplement, the Prospectus, or in a
document incorporated or deemed to be incorporatedherein or therein by
reference shall be deemed to be modified or superseded for the purposes of
this Prospectus Supplement and the Prospectus, to the extent that a statement
contained herein or in any other subsequently filed document which also isor
is deemed to be
S-6
-------------------------------------------------------------------------------
Table of Contents
incorporated herein or in the Prospectus by reference modifies or supersedes
such statement. Any statement so modified or superseded shall not constitute a
part of this Prospectus Supplement orthe accompanying Prospectus, except as so
modified or superseded. The modifying or superseding statement need not state
that it has modified or superseded a prior statement or include any other
information set forth in the document that it modifiesor supersedes. The
making of such a modifying or superseding statement shall not be deemed an
admission for any purposes that the modified or superseded statement, when
made, constituted a misrepresentation, an untrue statement of a material fact
oran omission to state a material fact that is required to be stated or that
is necessary to make a statement not misleading in light of the circumstances
in which it was made.
Copies of the documents incorporated or deemed to be incorporated herein by
reference may be obtained on request without charge from theCorporate
Secretary of IAMGOLD Corporation, at 150 King Street West, Suite 2200,
Toronto, Ontario M5H 1J9, Telephone (416)
360-4710,
and are also available electronically at www.sedarplus.com and www.sec.gov.
References to the Corporation's website in this Prospectus Supplement or in
any documents that are incorporated by reference intothe Prospectus, as
supplemented by this Prospectus Supplement, do not incorporate by reference
the information on such website, and the Corporation disclaims any such
incorporation by reference.
MARKETING MATERIALS
The Marketing Materials and any "template version" of any other "marketing
materials" (as such terms are defined in NI
44-101)
provided to investors in connection with the Offering will be incorporated by
reference in this Prospectus Supplement. However, the Marketing Materials and
any such "template version" of such other"marketing materials" will not form
part of this Prospectus Supplement or the accompanying Prospectus to the
extent that their contents are modified or superseded by a statement contained
in this Prospectus Supplement or any amendmentthereto. Any "template version"
of "marketing materials" filed on SEDAR+ after the date of this Prospectus
Supplement and before the termination of the distribution of Offered Shares
under the Offering will be deemed to beincorporated by reference into this
Prospectus Supplement and the accompanying Prospectus.
AVAILABLEINFORMATION
The Corporation files reports and other information with the securities
commissions and similar regulatory authorities ineach of the provinces and
territories of Canada. These reports and information are available to the
public free of charge under IAMGOLD's profile at the Canadian Securities
Administrators' website at www.sedarplus.com.
The Corporation has filed with the SEC a registration statement on Form
F-10
relating to securities ofthe Corporation, including the Offered Shares. This
Prospectus Supplement and the accompanying Prospectus, which constitute a part
of the registration statement, do not contain all of the information contained
in the registration statement, certainitems of which are contained in the
exhibits to the registration statement as permitted by the rules and
regulations of the SEC. Statements included or incorporated by reference in
this Prospectus Supplement or the accompanying Prospectus about thecontents of
any contract, agreement or other documents referred to are not necessarily
complete, and in each instance investors should refer to the exhibits for a
more complete description of the matter involved. Each such statement is
qualified inits entirety by such reference.
The Corporation is subject to the information requirements of the U.S.
Securities Exchange Act of 1934,as amended (the "U.S. Exchange Act"), and
applicable Canadian securities legislation, and in accordance therewith files,
reports and other information with the SEC and with the securities regulatory
authorities in Canada. Under
S-7
-------------------------------------------------------------------------------
Table of Contents
MJDS, documents and other information that the Corporation files with the SEC
may be prepared in accordance with the disclosure requirements of Canada,
which are different from those of theUnited States. As a foreign private
issuer, the Corporation is exempt from the rules under the U.S. Exchange Act
prescribing the furnishing and content of proxy statements, and its officers,
directors and principal shareholders are exempt from thereporting and
short-swing profit recovery provisions contained in Section 16 of the U.S.
Exchange Act. In addition, the Corporation is not required to publish
financial statements as promptly as U.S. companies.
Investors may read and download any document that the Corporation has filed
with the SEC on the SEC's Electronic Data Gathering andRetrieval system at
www.sec.gov.
S-8
-------------------------------------------------------------------------------
Table of Contents
THE CORPORATION
IAMGOLD is an intermediate gold producer and developer based in Canada with
two operating mines: Essakane (Burkina Faso) and Westwood(Canada). The
Corporation also owns Cote Gold (Canada), a large-scale, long-life mine that
has commenced production on March 31, 2024 (the "Cote Gold Mine"). The
Corporation has an established portfolio ofearly stage and advanced
exploration projects within high potential mining districts in Canada.
IAMGOLD is a corporation governed by theCanada Business Corporations Act. The
registered and principal office of the Corporation is located at 150 King
Street West, Suite 2200, Toronto, Ontario M5H 1J9. The Corporation's telephone
number is (416)
360-4710
and its website address is www.iamgold.com.
The Corporation is engaged primarily in theexploration for, and the
development and production of, mineral resource properties throughout the
world. Through its holdings, the Corporation has interests in various
operations and exploration properties as well as various royalty interests
onmineral resource properties. The following chart illustrates certain
subsidiaries of the Corporation, together with the jurisdiction of
incorporation of each such subsidiary and the percentage of voting securities
beneficially owned or over whichcontrol or direction is exercised by the
Corporation, and the material mineral projects of the Corporation held through
such subsidiaries and the percentage of ownership interest that the relevant
subsidiary of the Corporation has in such materialmineral projects.
As used in this Prospectus Supplement and the accompanying Prospectus, except
as otherwise required by thecontext, reference to "IAMGOLD" or the
"Corporation" means IAMGOLD Corporation and its subsidiaries. Further
information regarding the business of the Corporation, its operations and its
mineral properties can be found in theAnnual Information Form, the Interim
MD&A and other documents incorporated herein by reference.
S-9
-------------------------------------------------------------------------------
Table of Contents
RECENT DEVELOPMENTS
Cote Gold Mine
TheCote Gold mine is being operated through a joint venture (the "Cote Gold
UJV" or "UJV") between IAMGOLD, as the operator, and Sumitomo Metal Mining Co.
Ltd. ("Sumitomo" or "SMM"). TheUJV is governed by the Cote Gold Joint Venture
Agreement. The Corporation's participation is 60.3% in the UJV and has an
option to repurchase a 9.7% interest from SMM as part of the JV Funding and
Amending Agreement (the "JVFunding Agreement") announced on December 19, 2022.
Under the terms of the JV Funding Agreement the Corporation has the right to
repurchase its 9.7% interest ("Transferred Interest") in the Cote Gold Mine
from SMM onMay 31st and November 30th of every year from November 30, 2023, up
to and including November 30, 2026. The purchase price for this repurchase is
equal to the initial funding of US$250 million contributed by SMM for the
TransferredInterest, plus the incremental contributions made, less incremental
gold production received, by Sumitomo due to its increased ownership up to
achieving commercial production, plus any accrued and unpaid amounts for the
option fee payable thereon.
The Corporation intends to use the net proceeds of the Offering, including the
net proceeds from the Over-Allotment Option should it beexercised, towards the
repurchase of the Transferred Interest in the Cote Gold Mine from SMM, in
order to return to its full 70% interest in the Cote Gold Mine. The JV Funding
Agreement also provides that until the earlierof the Corporation repurchasing
the Transferred Interest and November 30, 2026, the Corporation will pay a
repurchase option fee to SMM equal to the three-month Secured Overnight
Financing Rate ("SOFR") plus 4% on the amounts advancedby SMM. The repurchase
will increase the Corporation's exposure to the Cote Gold Mine and result in
additional economic benefits and cashflows and remove associated costs of
holding the option to repurchase the TransferredInterest.
Based on the current
ramp-up
schedule of the Cote Gold Mine as well asprevailing market conditions which
could impact the amount of required expenditures during the
ramp-up
of Cote Gold and operating cash flows from the Corporation's existing
operations, theCorporation believes that the net proceeds of the Offering,
combined with cash and cash equivalents at March 31, 2024, expected cash flows
from operations, the expected proceeds from the sale of the remaining Bambouk
Assets and availableliquidity provided by the undrawn amounts under the credit
facility, will be sufficient to fund the repurchase of the Transferred
Interest.
In its financial statements, the Corporation recognizes a financial liability
for the Transferred Interest repurchase option equal to thecurrent repurchase
price (including the accrued and unpaid amount for the option fee). As at
March 31, 2024, this financial liability was US$366.8 million.
On March 31, 2024, the Corporation announced it had completed its first gold
pour at the Cote Gold Mine, and operations arescheduled to continue to
ramp-up
in the second quarter of 2024 and commercial production is expected to be
achieved during the third quarter of 2024. The Corporation expects the Cote
Gold Mine toexit the year at approximately 90% of nameplate throughput.
Gold Prepay Arrangement
On April 4, 2024, the Corporation announced that it had entered into a forward
gold sale arrangement ("2025 Q2 PrepayArrangement") and a partial amendment to
one of its existing gold prepay arrangements ("Q2 Deferral Prepay
Arrangement", together the "Prepay Arrangements"). The net result of these
Prepay Arrangements is the effectivetransition of current gold delivery
obligations totaling 37,500 ounces out of the second quarter of 2024 into the
same period in the following year. Under the 2025 Q2 Prepay Arrangement, the
Corporation will receive a prepayment amount of$59.4 million during Q2 2024 in
exchange for delivering 31,250 ounces in the second quarter of 2025. The Q2
Deferral Prepay Arrangement allows for the deferral of 6,250 ounces that were
previously scheduled for delivery in Q2 2024, under theexisting gold prepay
arrangements entered into in 2022 to now be delivered in Q2 2025.
S-10
-------------------------------------------------------------------------------
Table of Contents
RISK FACTORS
Before making an investment decision, prospective purchasers of the Offered
Shares should carefully consider the information described in thisProspectus
Supplement, the accompanying Prospectus and the documents incorporated by
reference herein and therein. There are certain risks inherent in an
investment in the Offered Shares, including the factors described under the
heading "RiskFactors" in the Annual Information Form (pages 24 through 60) and
under the heading "Risks and Uncertainties" in the Interim MD&A (pages 27
through 29), and any other risk factors described herein or in a document
incorporated byreference herein, which investors should carefully consider
before investing. Some of the factors described herein, in the documents
incorporated by reference herein, and/or in the Prospectus are interrelated
and, consequently, investors shouldtreat such risk factors as a whole. If any
of the risk factors described herein, in the Annual Information Form, in the
Interim MD&A, in another document incorporated by reference herein or in the
Prospectus occur, it could have a materialadverse effect on the business,
financial condition and results of operations of the Corporation and the price
of the Common Shares could decline. Additional risks and uncertainties of
which the Corporation currently is unaware or that are unknownor that it
currently deems to be immaterial could have a material adverse effect on the
Corporation's business, financial condition and results of operation. The
Corporation cannot assure purchasers that it will successfully address any or
allof these risks. There is no assurance that any risk management steps taken
will avoid future loss due to the occurrence of the risks described herein, in
the Annual Information Form, in the Interim MD&A, in the other documents
incorporated byreference herein or in the Prospectus or other unforeseen risks.
Operational Risks
Commercial Production at the Cote Gold Mine may not occur as currently
scheduled or at all.
No assurance can be given that commercial production at the Cote Gold Mine
will occur in the third quarter of 2024, or at all. TheCote Gold Mine is
subject to various risk factors and uncertainty which could negatively affect
the timing and cost of commencement of commercial production, including
equipment not functioning as designed or expected, changes in costsdue to
inflation, labour availability and productivity, the availability of equipment
and materials, supply chain and logistics challenges, adverse market
conditions or other events that negatively impact the
ramp-up.
Delayed schedules can materially negatively affect the results of operations,
EBITDA and the liquidity of the Corporation. Actual costs and economic returns
from the Cote Gold Mine oncein commercial production may differ materially
from the Corporation's estimates or projections and variances from
expectations and could have a material adverse effect on the Corporation's
business, financial conditions and results ofoperations.
Risks Related to the Offering
Future sales or issuances of Common Shares could decrease the value of any
existing Common Shares, dilute investors' voting power and reduceIAMGOLD's
earnings per share.
Future issuances of equity securities by the Corporation could decrease the
value of anyexisting Common Shares, dilute investors' voting power, reduce the
Corporation's earnings per share and make future sales of the Corporation's
equity securities more difficult. With any additional sale or issuance of
equitysecurities, investors will suffer dilution of their voting power and may
experience dilution in the Corporation's earnings per share. Sales of Common
Shares by shareholders might also make it more difficult for the Corporation
to sell equitysecurities at a time and price that it deems appropriate.
Except as described under "
Plan of Distribution
", IAMGOLD mayissue additional equity securities (including through the sale
of securities convertible into, or exchangeable for, Common Shares) and under
the Corporation's current equity incentive plans. In addition, IAMGOLD may
issue common shares tofinance its operations, exploration, development,
acquisitions or other projects. IAMGOLD cannot predict the size of future
sales and issuances of debt or equity securities or the effect, if any, that
future sales and issuances of equity securitieswill have on the market price
of the Common Shares.
S-11
-------------------------------------------------------------------------------
Table of Contents
Sales or issuances of a substantial number of equity securities, or the
perception that suchsales could occur, may adversely affect prevailing market
prices for the Common Shares.
The Common Share price has experienced volatility and maybe subject to
fluctuation in the future based on market conditions.
The market prices for the securities of mining companies,including IAMGOLD,
have historically been, and may in the future be, subject to large
fluctuations. The market has from time to time experienced significant price
and volume fluctuations that are unrelated to the operating performance of
anyparticular company. In addition, because of the nature of the Corporation's
business, certain factors such as announcements and the public's reaction, the
Corporation's operating performance and the performance of competitors
andother similar companies, fluctuations in the market prices of gold,
government regulations, changes in earnings estimates or recommendations by
research analysts who track the Corporation's securities or securities of
other companies in theresource sector, general market conditions,
announcements relating to litigation, the arrival or departure of key
personnel and the factors listed under the heading "
Cautionary Statement Regarding Forward-Looking Statements
" canhave an adverse impact on the market price of the Common Shares.
Any negative change in the public's perception of IAMGOLD'sprospects could
cause the price of the Corporation's securities, including the price of the
Common Shares, to decrease dramatically. Furthermore, any negative change in
the public's perception of the prospects of mining companies ingeneral could
depress the price of IAMGOLD's securities, including the price of the Common
Shares, regardless of the Corporation's results. Following declines in the
market price of a company's securities, securities class-actionlitigation
could be instituted. Litigation of this type, if instituted, could result in
substantial costs and a diversion of management's attention and resources.
Treatment of the Corporation as a passive foreign investment company under the
U.S. Internal Revenue Code.
Generally, unfavourable U.S. federal income tax rules apply to U.S. persons
owning stock of a passive foreign investment company (a"PFIC"). A
non-U.S.
corporation will be considered a PFIC for any taxable year in which (i) 75% or
more of its gross income is passive income, or (ii) 50% or more of the average
value of its assetsis attributable to "passive assets" (generally, assets that
generate passive income). The Corporation believes that it currently is not a
PFIC for U.S. federal income tax purposes. However, the determination of PFIC
status for any year isfact specific, being based on the types of income the
Corporation earns and the types and value of the Corporation's assets from
time to time, all of which are subject to change, as well as, in part, the
application of complex U.S. federalincome tax rules which are subject to
differing interpretations. Accordingly, the U.S. Internal Revenue Service (the
"IRS") may challenge the Corporation's determination, and therefore the
Corporation may be classified as a PFIC inthe current taxable year or in
future years. If the Corporation were classified as a PFIC for any taxable
year during which a U.S. Holder (as hereinafter defined) holds Offered Shares,
such U.S. Holder would be subject to increased tax liability(generally
including an interest charge) upon the sale or other disposition of the
Offered Shares or upon the receipt of certain distributions treated as "excess
distributions," regardless of whether such income was actually distributed.See
"
Certain United States Federal Income Tax Considerations
".
IAMGOLD will have broad discretion in the use of the net proceedsof the
Offering and may use the net proceeds in ways other than as described herein.
IAMGOLD will have broad discretion over theuse of the net proceeds from the
Offering. While IAMGOLD currently intends to apply the net proceeds it
receives from the Offering as described under "Use of Proceeds", because of
the number and variability of factors that will determinethe use of such
proceeds, including the timing thereof, the ultimate use of net proceeds might
vary substantially from the current planned use. You may not agree with how
IAMGOLD allocates or spend the net proceeds from the offering. IAMGOLD
S-12
-------------------------------------------------------------------------------
Table of Contents
may pursue acquisitions, collaborations or other opportunities that do not
result in an increase in the market value of the Corporation's securities,
including the market value of the CommonShares, and may increase the
Corporation's losses.
The Corporation does not intend to pay dividends in the foreseeable future.
In December 2013, the Corporation suspended dividend payments until further
notice to conserve cash and preserve liquidity. IAMGOLD intends,for the
foreseeable future, to retain its future earnings, if any, to finance its
development and exploration activities. The payment of future dividends, if
any, will be reviewed periodically by the board of directors of IAMGOLD and
will dependupon, among other things, conditions then existing including
earnings, financial condition, cash on hand, financial requirements to fund
exploration activities, development and growth, and other factors that the
board of directors may considerappropriate in the circumstances.
There is no assurance of a sufficient liquid trading market for the Common
Shares in the future.
Shareholders of the Corporation may be unable to sell significant quantities
of Common Shares into the public trading markets without asignificant
reduction in the price of their Common Shares, or at all. There can be no
assurance that there will be sufficient liquidity of the Corporation's Common
Shares on the trading market, and that the Corporation will continue to meet
thelisting requirements of the TSX or the NYSE or achieve listing on any other
public listing exchange.
Sales by existing shareholders can reduceshare prices.
Sales of a substantial number of Common Shares in the public market could
occur at any time. These sales, or themarket perception that the holders of a
large number of Common Shares intend to sell Common Shares, could reduce the
market price of the Offered Shares. If this occurs and continues, it could
impair the Corporation's ability to raise additionalcapital through the sale
of securities.
Investors in the Offering may lose their entire investment.
An investment in the Common Shares is speculative and may result in the loss
of an investor's entire investment. Only potential investorswho are
experienced in high-risk investments and who can afford to lose their entire
investment should consider an investment in the Corporation.
There can be no assurance that the forward-looking statements included or
incorporated by reference in this Prospectus Supplement will prove to
becorrect.
The forward-looking statements relating to, among other things, our future
results, performance, achievements, prospectsor opportunities included or
incorporated by reference in this Prospectus Supplement, are based on
IAMGOLD's opinions, assumptions and estimates made by the Corporation in light
of its experience and perception of historical trends, currentconditions and
expected future developments, as well as other factors it believes are
appropriate and reasonable in the circumstances. However, there can be no
assurance that such estimates and assumptions will prove to be correct.
TheCorporation's actual results in the future may vary significantly from
historical and estimated results and those variations may be material. There
is no representation by IAMGOLD that actual results achieved by the
Corporation in the futurewill be the same, in whole or in part, as those
included or incorporated by reference in this Prospectus Supplement. See "
Cautionary Statement Regarding Forward-Looking Statements
".
S-13
-------------------------------------------------------------------------------
Table of Contents
CONSOLIDATED CAPITALIZATION
There has been no material change in the share and loan capital of the
Corporation, on a consolidated basis, since the date of the InterimFinancial
Statements, which are incorporated by reference in this Prospectus Supplement.
DESCRIPTION OFCOMMON SHARES
For a description of the terms and provisions of the Common Shares, see "
Description of Share Capital
"in the Prospectus and "
Description of Capital Structure
" in the Annual Information Form. As of May 17, 2024, there were 497,278,973
Common Shares outstanding. After giving effect to the issue of the Offered
Shares (assuming theOver-Allotment Option is exercised in full), there will
beCommon Shares outstanding.
USE OF PROCEEDS
The net proceeds from the sale of the Offered Shares are estimated to be
approximately US$ (US$ifthe Over-Allotment Option is exercised in full) after
deducting the Underwriting Fee and the estimated expenses of the Offering. The
Corporation intends to use the net proceeds of the Offering, including the net
proceeds from the Over-AllotmentOption should it be exercised,
towards the repurchase of the Transferred Interest in the Cote Gold Mine from
SMM, in order to return to its full 70% interest in the Cote Gold Mine. The
net proceeds of the Offeringare to be deposited in an interest bearing account
or used to repay drawn amounts under its credit facility, in accordance with
good cash management practices, until the completion of the aforementioned
repurchase which is expected to be completedprior to the end of the calendar
year.
All expenses relating to the Offering (including the Underwriters' Fee) will
be paid out ofthe proceeds to the Corporation.
S-14
-------------------------------------------------------------------------------
Table of Contents
PLAN OF DISTRIBUTION
Pursuant to the Underwriting Agreement, the Corporation has agreed to sell and
the Underwriters have severally (and not jointly nor jointlyand severally)
agreed to purchase on the Closing Date, or such other date as may be agreed
upon by the Corporation and the Underwriters, subject to the terms and
conditions stated in the Underwriting Agreement, all but not less than all of
theOffered Shares at the Offering Price, payable in cash to the Corporation
against delivery of such Offered Shares. The Offering Price was determined by
negotiation between the Corporation and the Underwriters.
The obligations of the Underwriters under the Underwriting Agreement may be
terminated upon a material limitation on or suspension of tradingon the TSX or
NYSE; a material disruption in securities settlement, payment or clearance
services in Canada or the U.S.; any moratorium on commercial banking
activities in Canada or the U.S.; the existence of certain circumstances that
wouldreasonably be expected to have a material adverse effect on the
Corporation; an occurrence of events that may seriously adversely affect or
involve the financial markets or the Corporation; and also may be terminated
upon the occurrence of othercertain stated events. The Underwriters are,
however, obligated to take up and pay for all of the Offered Shares if any
Offered Shares are purchased under the Underwriting Agreement, but are not
obligated to take up and pay for any AdditionalShares. The Underwriters are
offering the Offered Shares, subject to prior sale, if, as and when issued to
and accepted by them, subject to certain conditions contained in the
Underwriting Agreement, such as receipt by the Underwriters ofofficers'
certificates and legal opinions.
The Offering is being made concurrently in the United States and in all the
provinces andterritories of Canada, other than Quebec and Nunavut, pursuant to
the MJDS. Offers may also be made on a private placement basis where permitted
by applicable law. The Offered Shares will be offered in the United States and
Canada through theUnderwriters either directly or through their respective
United States or Canadian broker-dealer affiliates or agents, as applicable.
No Offered Shares will be offered or sold in any jurisdiction except by or
through brokers or dealers dulyregistered under the applicable securities laws
of that jurisdiction, or in circumstances where an exemption from such
registered dealer requirements is available.
The Offering Price of the Offered Shares for all investors will be payable in
U.S. dollars, unless the Underwriters otherwise agree. All ofthe proceeds of
the Offering will be paid to the Corporation by the Underwriters in U.S.
dollars based on the U.S. dollar Offering Price.
Subscriptions for the Offered Shares will be received subject to rejection or
allotment in whole or in part and the right is reserved to closethe
subscription books at any time without notice. Other than pursuant to certain
exceptions, registration of interests in and transfers of Offered Shares held
through CDS or its nominee, will be made electronically through the NCI system
of CDS.Offered Shares registered to CDS or its nominee will be deposited
electronically with CDS on an NCI basis on the Closing Date. A purchaser of
Offered Shares will receive only a customer confirmation from the registered
dealer through which theOffered Shares are purchased.
The Corporation expects that delivery of the Offered Shares will be made
against payment therefor on theClosing Date, which will be the third business
day following the date of pricing of the Offered Shares (or a date no later
than 42 days after the date of this Prospectus Supplement). Under Rule
15c6-1
underthe U.S. Exchange Act, trades in the secondary market generally are
required to settle in two business days ("T+2"), unless the parties to any
such trade expressly agree otherwise. Accordingly, investors who wish to trade
Offered Sharesprior to the Closing Date may be required to specify an
alternative settlement cycle at the time of any such trade to prevent a failed
settlement. Investors who wish to trade Offered Shares prior to the Closing
Date should consult their ownadvisors.
Over-Allotment Option
TheCorporation has granted to the Underwriters the Over-Allotment Option,
exercisable in whole or in part or from time to time, in the sole discretion
of the Underwriters, for a period of 30 days from the closing of the
S-15
-------------------------------------------------------------------------------
Table of Contents
Offering, to purchase up toAdditional Shares at the Offering Price, to cover
over-allotments, if any, and for market stabilization purposes. A person who
acquires CommonShares forming part of the Underwriters' over-allocation
position acquires such shares under this Prospectus Supplement and the
Prospectus regardless of whether the over-allocation position is ultimately
filled through the exercise of theOver-Allotment Option or secondary market
purchases. This Prospectus Supplement, and the accompanying Prospectus,
qualify the distribution of the Over-Allotment Option and the distribution of
the Additional Shares issuable upon exercise of theOver-Allotment Option.
Underwriters' Fee
The Corporation has agreed to pay a cash fee to the Underwriters in the amount
equal to % (US$perOffered Share sold) of the gross proceeds of the sale of the
Offered Shares, including gross proceeds realized on the sale of Additional
Shares issuable upon exercise of the Over-Allotment Option, if any.
The Underwriters propose to offer the Offered Shares initially at the price
specified on the cover of this Prospectus Supplement. After theUnderwriters
have made a reasonable effort to sell all of the Offered Shares at the price
specified on the cover page, the price may be decreased and may be further
changed from time to time to an amount not greater than that set out on the
coverpage, and the compensation realized by the Underwriters will be decreased
by the amount that the aggregate price paid by purchasers for the Offered
Shares is less than the gross proceeds paid by the Underwriters to the
Corporation.
Price Stabilization and Short Positions
Until the distribution of the Offered Shares is completed, SEC rules may limit
the Underwriters from bidding for and purchasing Common Shares.However, the
Underwriters may engage in transactions that stabilize, maintain or otherwise
affect the market price of the Common Shares, such as bids or purchases to
peg, fix or maintain that price in accordance with Regulation M under the
U.S.Exchange Act.
Pursuant to rules and policy statements of certain Canadian provincial and
territorial securities regulatory authorities,the Underwriters may not, at any
time during the period ending on the date the selling process for the Offered
Shares ends and all stabilization arrangements relating to the Common Shares
are terminated, bid for or purchase Common Shares for theirown account or for
accounts over which they exercise control or direction. The foregoing
restrictions are subject to certain exceptions, on the condition that the bid
or purchase is not engaged in for the purpose of creating actual or
apparentactive trading in, or raising the price of, the Common Shares. These
exceptions include bids or purchases permitted under the Universal Market
Integrity Rules for Canadian Marketplaces administered by the Investment
Industry Regulatory Organizationof Canada relating to market stabilization and
passive market making activities and a bid or purchase made for and on behalf
of a customer where the order was not solicited during the period of
distribution. Subject to the foregoing, in connectionwith this Offering, the
Underwriters may over-allot or effect transactions that stabilize or maintain
the market price of the Common Shares at levels which might not prevail on the
open market. Such transactions, if commenced, may be discontinued atany time.
If the Underwriters create a short position in the Common Shares in connection
with the Offering, i.e., if they sell moreOffered Shares than are listed on
the cover of this Prospectus Supplement, the Underwriters may reduce that
short position by purchasing Common Shares in the open market. The
Underwriters may also elect to reduce any short position by exercising allor
part of the Over-Allotment Option described above. Purchases of Common Shares
to stabilize the price or to reduce a short position may cause the price of
the Common Shares to be higher than it might otherwise be in the absence of
such purchases.No representation is made as to the magnitude or effect of any
such stabilization or other activities. The Underwriters are not required to
engage in these activities.
S-16
-------------------------------------------------------------------------------
Table of Contents
Lock Up Agreements
Pursuant to the Underwriting Agreement, the Corporation has agreed, subject to
certain exceptions, not to directly or indirectly issue or agreeto issue any
Common Shares or securities or other financial instruments convertible into or
having the right to acquire Common Shares (other than pursuant to rights or
obligations under securities or instruments outstanding), or enter into
anyagreement or arrangement under which it transfers to another, in whole or
in part, any of the economic consequences of ownership of Common Shares,
whether that agreement or arrangement may be settled by the delivery of Common
Shares or othersecurities or cash, or agree to become bound to do so, or
disclose to the public any intention to do so, for a period from the date of
the Underwriting Agreement until 90 days following closing of the Offering
without the prior written consent ofeach of NBF, BMO and RBC, which consent
will not be unreasonably withheld. Exceptions to this include that the
Corporation may issue any Common Shares (i) as consideration in connection
with certain acquisitions, business combinations or othertransactions entered
into in response to an unsolicited bid by a third party, (ii) under any of the
Corporation's equity-based compensation plans (including, for certainty, the
issuance by the Corporation of one million common shares underits existing
share incentive plan to a local service provider at the Cote Gold Mine) or
(iii) pursuant to rights or obligations under securities or instruments
outstanding on the date hereof or issued as permitted by (i) and(ii) above. In
addition, the Corporation has agreed to use its best efforts to procure
agreements from the directors and certain officers prior to closing of the
Offering, pursuant to which each such director or officer will agree, subject
tocertain exceptions, not to sell or agree to sell any Common Shares or
securities exchangeable or convertible into Common Shares, or announce any
intention to do so, or otherwise transfer or dispose of any of the economic
consequences of ownership ofsuch securities, for a period of 90 days from the
Closing Date without the prior written consent of each of NBF
,
BMO and RBC, which consent will not be unreasonably withheld.
Indemnity and Contribution
TheCorporation has agreed to indemnify the Underwriters, and certain related
parties, against certain liabilities and expenses and to contribute to
payments that the Underwriters may be required to make in respect thereof that
are directly orindirectly based on or resulting from the Offering.
Stock Exchange Listing
The Common Shares are listed on the TSX and the NYSE. The Corporation will
apply to list the Offered Shares on the TSX and the NYSE. Listingwill be
subject to the Corporation fulfilling all of the listing requirements of the
TSX and the NYSE.
Notice to Prospective Investors in the EuropeanEconomic Area
In relation to each member state of the European Economic Area (each a
"Relevant State"), no Common Shareshave been offered or will be offered
pursuant to the Offering to the public in that Relevant State prior to the
publication of a prospectus in relation to the Common Shares which has been
approved by the competent authority in that Relevant Stateor, where
appropriate, approved in another Relevant State and notified to the relevant
competent authority in that Relevant State, all in accordance with the
Prospectus Regulation (as defined herein), except that offers of Common Shares
may be madeto the public in that Relevant State at any time under the
following exemptions under the Prospectus Regulation:
(a) to any legal entity which is a qualified investor as defined under Article 2 of the Prospectus Regulation;
(b) to fewer than 150 natural or legal persons (other than qualified investors as defined under Article 2 of
theProspectus Regulation), subject to obtaining the prior consent of the Underwriters for any such offer; or
(c) in any other circumstances falling within Article 1(4) of the Prospectus Regulation;
S-17
-------------------------------------------------------------------------------
Table of Contents
provided that no such offer of Common Shares shall require the Corporation or
the Underwriters to publish aprospectus pursuant to Article 3 of the
Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the
Prospectus Regulation and each person who initially acquires any shares or to
whom any offer is made will be deemed to haverepresented, acknowledged and
agreed to, and with each of the Underwriters and the Corporation that it is a
"qualified investor" as defined in the Prospectus Regulation.
In the case of any Common Shares being offered to a financial intermediary,
each such financial intermediary will be deemed to haverepresented,
acknowledged and agreed that the shares acquired by it in the offer have not
been acquired on a nondiscretionary basis on behalf of, nor have they been
acquired with a view to their offer or resale to, persons in circumstances
which maygive rise to an offer of any shares to the public other than their
offer or resale in a member state to qualified investors as so defined, or in
circumstances in which the prior consent of the Underwriters have been
obtained to each such proposedoffer or resale.
For the purposes of this provision, the expression an "offer to the public" in
relation to any Common Sharesin any Relevant State means the communication in
any form and by any means of sufficient information on the terms of the offer
and the Common Shares to be offered so as to enable an investor to decide to
purchase or subscribe for any Common Shares,and the expression "Prospectus
Regulation" means Regulation (EU) 2017/1129 (as amended).
The Corporation has not authorized anddoes not authorize the making of any
offer of Common Shares through any financial intermediary on its behalf, other
than offers made by the Underwriters with a view to the final placement of the
Common Shares as contemplated in this ProspectusSupplement. Accordingly, no
purchaser of the Common Shares, other than the Underwriters, is authorized to
make any further offer of the Common Shares on behalf of the sellers or the
Underwriters.
Notice to Prospective Investors in the United Kingdom
No Common Shares have been offered or will be offered pursuant to the Offering
to the public in the United Kingdom prior to the publication ofa prospectus in
relation to the Common Shares that either (i) has been approved by the
Financial Conduct Authority or (ii) is to be treated as if it had been
approved by the Financial Conduct Authority in accordance with the
transitionalprovisions in Regulation 74 of the Prospectus (Amendment etc.) (EU
Exit) Regulations 2019, except that offers of Common Shares may be made to the
public in the United Kingdom at any time:
(a) to any legal entity which is a qualified investor as defined under Article 2 of the UK Prospectus Regulation;
(b) to fewer than 150 natural or legal persons (other than qualified investors as defined under Article 2 of the
UKProspectus Regulation), subject to obtaining the prior consent of the Underwriters for any such offer; or
(c) in any other circumstances falling within section 86 of the Financial Services and Markets
2000 Act (asamended, the "FSMA"), provided that no such offer of Common Shares shall require
the Corporation or the Underwriters to publish a prospectus pursuant to section 85 of the
FSMA or supplement a prospectus pursuant to Article 23 of the UKProspectus Regulation.
In the case of any Common Shares being offered to a financial intermediary,
each such financialintermediary will be deemed to have represented,
acknowledged and agreed that the shares acquired by it in the offer have not
been acquired on a nondiscretionary basis on behalf of, nor have they been
acquired with a view to their offer or resaleto, persons in circumstances
which may give rise to an offer of any shares to the public other than their
offer or resale in the United Kingdom to "qualified investors" as so defined,
or in circumstances in which the prior consent of therepresentatives has been
obtained to each such proposed offer or resale.
S-18
-------------------------------------------------------------------------------
Table of Contents
For the purposes of this provision, the expression of an "offer to the public"
inrelation to any Common Shares in the United Kingdom means the communication
in any form and by any means of sufficient information on the terms of the
offer and the Common Shares to be offered so as to enable an investor to
decide to purchase orsubscribe for any Common Shares, and the expression "UK
Prospectus Regulation" means Regulation (EU) 2017/1129 as it forms part of
domestic law in the United Kingdom by virtue of the European Union
(Withdrawal) Act 2018.
In the United Kingdom, this Prospectus Supplement is being distributed only
to, and is directed only at, and any offer subsequently made mayonly be
directed at persons who are "qualified investors" (as defined in the UK
Prospectus Regulation) (i) who have professional experience in matters
relating to investments falling within Article 19(5) of the Financial Services
andMarkets Act 2000 (Financial Promotion) Order 2005 (as amended, the "FPO")
and/or (ii) who are high net worth companies (or persons to whom it may
otherwise be lawfully communicated) falling within Article 49(2)(a) to (d) of
theFPO (all such persons together being referred to as "relevant persons").
Any person in the United Kingdom that is not a relevant person should not act
or rely on the information included in this Prospectus Supplement or use it as
the basisfor taking any action. In the United Kingdom, any investment or
investment activity that this Prospectus Supplement relates to may be made or
taken exclusively by relevant persons. Any person in the United Kingdom that
is not a relevant personshould not act or rely on this Prospectus Supplement
or any of its contents.
Each Underwriter has represented and agreed that:(a) it has only communicated
or caused to be communicated and will only communicate or cause to be
communicated an invitation or inducement to engage in investment activity
(within the meaning of Section 21 of the FSMA) received by it inconnection
with the issue or sale of the Common Shares in circumstances in which Section
21(1) of the FSMA does not apply to the Corporation; and (b) it has complied
and will comply with all applicable provisions of the FSMA with respectto
anything done by it in relation to the Common Shares in, from or otherwise
involving the United Kingdom.
Switzerland Matters
This Prospectus Supplement is not intended to constitute an offer or
solicitation to purchase or invest in the Common Shares. The Common Sharesmay
not be publicly offered, directly or indirectly, in Switzerland within the
meaning of the Swiss Financial Services Act ("FinSA"), and no application has
or will be made to admit the Common Shares to trading on any trading
venue(exchange or multilateral trading facility) in Switzerland. Neither this
Prospectus Supplement nor any other offering or marketing material relating to
the Common Shares constitutes a prospectus pursuant to the FinSA, and neither
this ProspectusSupplement nor any other offering or marketing material
relating to the Common Shares may be publicly distributed or otherwise made
publicly available in Switzerland.
RELATIONSHIP BETWEEN THE ISSUER AND CERTAIN UNDERWRITERS
Certain banking affiliates of NBF, BMO, RBC, andhave provided a credit
facility to the Corporation,pursuant to an amended and restated credit
agreement dated as of December 14, 2017 (as amended by a first amending
agreement dated as of November 15, 2018, a second amending agreement dated as
of February 25, 2020, a third amendingagreement dated as of September 4, 2020,
a fourth amending agreement dated as of September 30, 2020, an assignment and
assumption agreement dated as of September 30, 2020, a fifth amending
agreement dated as of February 12, 2021,a sixth amending agreement dated as of
October 17, 2022, a seventh amending agreement dated as of December 22, 2022,
a eighth amending agreement dated as of May 16, 2023, and a ninth amending
agreement dated as of November 9,2023, collectively the "Credit Facility"). As
a result, the Corporation may be considered a "connected issuer" to NBF, BMO,
RBC andfor purposes of Canadian securities laws. The Corporation is not
indefault of its obligations to the lenders under the Credit Facility and the
lenders have not waived any breach of the agreement since its execution. As at
May 17, 2024, the Corporation has US$60 million drawn on the Credit
Facility.Payment and performance of the Corporation's obligations under the
Credit Facility are secured by certain forms of real property of the
Corporation as well as
S-19
-------------------------------------------------------------------------------
Table of Contents
guarantees by certain of the subsidiaries of the Corporation. The
determination of the terms and conditions of the Offering were made through
negotiations among the Underwriters and theCorporation without the involvement
of the lenders, although the lenders have been advised of the Offering. The
Underwriters will derive no direct benefit from the Offering other than their
respective share of the fees described under "
Planof Distribution--Underwriters' Fee
".
PRIOR SALES
During the 12 month period prior to the date of this Prospectus Supplement,
the Corporation has issued Common Shares, or securitiesconvertible into Common
Shares, as follows:
Date of Issue/Grant Price per Number of
Security Securities
(C$)
Common Shares
May 18, 2023 $ 3.69 11,969 (1)
May 18, 2023 $ 3.69 2,092,808 (1)
May 18, 2023 $ 3.69 23,937 (2)
May 18, 2023 $ 3.69 242,131 (2)
May 18, 2023 $ 3.69 392,200 (2)
May 24, 2023 $ 3.26 18,000 (3)
May 25, 2023 $ 3.26 8,800 (3)
June 1, 2023 $ 3.26 56,000 (3)
June 2, 2023 $ 3.26 14,400 (3)
June 22, 2023 $ 3.38 100,000 (2)
June 30, 2023 $ 3.51 82,733 (4)
July 13, 2023 $ 4.67 8,035 (5)
July 13, 2023 $ 3.94 3,111 (5)
July 13, 2023 $ 3.91 5,060 (5)
July 13, 2023 $ 3.62 8,666 (5)
July 13, 2023 $ 3.32 7,831 (5)
July 13, 2023 $ 3.51 2,024 (5)
August 24, 2023 $ 5.92 9,318 (6)
August 24, 2023 $ 5.92 7,574 (6)
October 2, 2023 $ 2.76 81,452 (4)
October 16, 2023 $ 3.13 15,873 (1)
October 16, 2023 $ 2.76 5,604 (5)
October 16, 2023 $ 3.82 118,782 (5)
October 16, 2023 $ 3.91 6,175 (5)
October 16, 2023 $ 3.68 3,047 (5)
October 16, 2023 $ 3.62 13,095 (5)
October 16, 2023 $ 3.32 7,192 (5)
October 16, 2023 $ 3.51 5,485 (5)
December 29, 2023 $ 3.34 70,349 (4)
January 16, 2024 $ 3.16 68,367 (4)
February 12, 2024 $ 3.44 11,716,771 (7)
February 12, 2024 $ 3.44 272,635 (8)
February 13, 2024 $ 3.44 195,900 (9)
February 15, 2024 $ 4.20 1,900,000 (10)
February 27, 2024 $ 3.47 187,462 (2)
February 27, 2024 $ 3.47 976,966 (1)
S-20
-------------------------------------------------------------------------------
Table of Contents
Date of Issue/Grant Price per Number
Security of
Securities
(C$)
April 3, 2024 $ 4.02 29,981 (11)
April 3, 2024 $ 3.99 36,526 (11)
April 9, 2024 $ 4.74 90,000 (11)
April 15, 2024 $ 4.74 90,000 (11)
April 15, 2024 $ 3.99 39,000 (11)
April 16, 2024 $ 4.74 30,406 (11)
May 14, 2024 $ 4.74 233,115 (11)
May 14, 2024 $ 4.02 41,301 (11)
May 16, 2024 $ 3.99 19,001 (11)
May 16, 2024 $ 4.74 12,220 (11)
May 16, 2024 $ 4.02 23,408 (11)
Options to Purchase Common Shares
May 18, 2023 $ 3.69 773,943 (12)
June 22, 2023 $ 3.38 200,000 (12)
February 28, 2024 $ 3.50 827,126 (12)
Notes:
(1) On May 18, 2023, 2,104,777 Common Shares were awarded under the restricted share units comprising part of theshare incentive
plan ("SIP") of the Corporation. On October 16, 2023, 15,873 Common Shares were awarded under the restricted share units
comprising part of the SIP of the Corporation. On February 27, 2024, 976,966 Common Shares wereawarded under the restricted
share units comprising part of the SIP of the Corporation. The price per security is the market price at time of grant.
(2) On May 18, 2023, 658,268 Common Shares were awarded under the performance share units comprising part of theSIP of
the Corporation. On June 22, 2023, 100,000 Common Shares were awarded under the performance share units comprising
part of the SIP of the Corporation. On February 27, 2024, 187,462 Common Shares were awarded under the performance
share unitscomprising part of the SIP of the Corporation. The price per security is the market price at time of grant.
(3) Issued upon exercise of previously granted options to purchase Common
Shares. The price per security is themarket price at time of grant.
(4) On June 30, 2023, 82,733 Common Shares were awarded under the deferred share
units comprising part of the SIPof the Corporation. On October 2, 2023,
81,452 Common Shares were awarded under the deferred share units comprising
part of the SIP of the Corporation. On December 29, 2023, 70,349 Common
Shares were awarded under the deferred share units comprisingpart of the
SIP of the Corporation. On January 16, 2024, 68,367 Common Shares were
awarded under the deferred share units comprising part of the SIP of the
Corporation. The price per security is the market price at time of grant.
(5) Common shares issued in satisfaction of awards previously granted under the deferred share units
comprisingpart of the SIP of the Corporation. The price per security is the market price at time of grant.
(6) Common shares issued in satisfaction of awards previously granted under the restricted share units
comprisingpart of the SIP of the Corporation. The price per security is the market price at time of grant.
(7) Common Shares issued to acquire all of the issued and outstanding common
shares of Vanstar Mining ResourcesInc. The price per security is based on the
5-day
volume weighted average price of the Corporation's
shares on the TSX as of December 1, 2023.
(8) Common Shares issued to certain option holders of Vanstar Mining Resources Inc. The price per security is
basedon the 5-day volume weighted average price of the Corporation's shares on the TSX as of December 1, 2023.
(9) Common Shares issued to a financial advisor of Vanstar Mining Resources Inc. for services in connection
withthe acquisition of all of the issued and outstanding common shares of Vanstar Mining Resources Inc.
S-21
-------------------------------------------------------------------------------
Table of Contents
by the Corporation. The price per security is based on the 5-day volume weighted
average price of the Corporation's shares on the TSX as of December 1, 2023.
(10) Common Shares issued as "flow-through shares", within the meaning of subsection 66(15) of the
Income Tax Act
(Canada), pursuant to a private placement transaction. The price per security was determined through arm's length negotiations.
(11) Issued upon exercise of previously granted Options to purchase Common Shares pursuant
to the Corporation'sSIP. The price per security is the market price at time of grant.
(12) Issuance of Options to purchase Common Shares granted under the Corporation's
SIP. The price per securityis the market price at time of grant
S-22
-------------------------------------------------------------------------------
Table of Contents
TRADING PRICE AND VOLUME
The Common Shares trade on the TSX and the NYSE. The following tables set
forth the reported high and low trading prices and the aggregatevolume of
trading of the Common Shares on the TSX and the NYSE on a monthly basis, for
each of the months (or, if applicable, partial months) indicated during the 12
month period prior to the date of this Prospectus Supplement:
TSX
Month C$ High C$ Low Volume
May 2023 4.53 3.55 19,774,709
June 2023 4.17 3.28 20,095,057
July 2023 3.92 3.39 10,754,135
August 2023 3.54 2.84 11,934,612
September 2023 3.50 2.75 17,357,781
October 2023 3.68 2.71 16,334,241
November 2023 3.60 3.00 17,104,631
December 2023 3.68 2.87 21,128,832
January 2024 3.59 3.00 26,323,671
February 2024 3.80 3.15 22,662,986
March 2024 4.59 3.50 24,545,122
April 2024 5.38 4.70 33,195,226
May 6.24 4.88 17,082,807
1-17
2024
The closing price of the Common Shares on the TSX on May 17, 2024 was C$6.17.
NYSE
Month U.S.$ High U.S.$ Low Volume
May 2023 3.34 2.62 95,694,393
June 2023 3.12 2.48 73,240,270
July 2023 2.98 2.53 50,935,921
August 2023 2.68 2.09 66,538,200
September 2023 2.59 2.02 66,384,965
October 2023 2.66 1.99 95,743,892
November 2023 2.64 2.18 113,351,054
December 2023 2.77 2.11 128,798,024
January 2024 2.70 2.23 159,415,407
February 2024 2.82 2.32 148,631,876
March 2024 3.39 2.57 172,289,253
April 2024 3.92 3.44 263,370,174
May 4.60 3.54 120,569,979
1-20
2024
The closing price of the Common Shares on the NYSE on May 20, 2024 was US$4.53
S-23
-------------------------------------------------------------------------------
Table of Contents
CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS
In the opinion of Fasken Martineau DuMoulin LLP, Canadian counsel to the
Corporation, the following is, as of the date of this ProspectusSupplement, a
summary of the principal Canadian federal income tax considerations under the
Income Tax Act
(Canada) ("Tax Act") that generally apply to an investor who acquires Offered
Shares, as beneficial owner, pursuant to thisprospectus and who, for the
purposes of the Tax Act and at all relevant times, deals at arm's length with
the Corporation and the Underwriters, is not affiliated with the Corporation
or the Underwriters, and who acquires and holds Common Sharesas capital
property (a "Holder"). Generally, the Offered Shares will be considered to be
capital property to a Holder provided that the Holder does not use or hold the
Offered Shares in the course of carrying on a business of trading ordealing in
securities and such Holder has not acquired them or been deemed to have
acquired them in one or more transactions considered to be an adventure or
concern in the nature of trade.
This summary does not apply to a Holder: (i) that is a "financial institution"
for the purposes of the
"mark-to-market
property rules" contained in the Tax Act; (ii) that is a "specified financial
institution" as defined in the Tax Act; (iii) aninterest in which would be a
"tax shelter investment" as defined in the Tax Act; (iv) that has made a
"functional currency" reporting election under the Tax Act to determine its
Canadian tax results in a currency other thanCanadian currency; or (v) that
has entered into or will enter into a "synthetic disposition arrangement" or a
"derivative forward agreement", as those terms are defined in the Tax Act,
with respect to the Offered Shares.Such Holders should consult their own tax
advisors with respect to an investment in Offered Shares.
Additional considerations, notdiscussed in this summary, may apply to a Holder
that is a corporation resident in Canada, and is, or becomes (or does not deal
at arm's length for purposes of the Tax Act with a corporation resident in
Canada that is or becomes), as part of atransaction or event or series of
transactions or events that includes the acquisition of the Offered Shares,
controlled by a
non-
resident corporation, individual, trust, or a group of any combination of
non-resident
individuals, trusts and/or corporations who do not deal with each other at
arm's length for purposes of the "foreign affiliate dumping" rules in section
212.3 of the Tax Act. Such Holdersshould consult their own tax advisors with
respect to the consequences of acquiring the Offered Shares.
This summary is based upon thecurrent provisions of the Tax Act and its
regulations in force as of the date hereof and counsel's understanding of the
current published administrative policies and practices of the Canada Revenue
Agency (the "CRA"). This summarytakes into account all specific proposals to
amend the Tax Act and its regulations publicly announced by or on behalf of
the Minister of Finance (Canada) prior to the date hereof (the "Tax
Proposals") and assumes that the Tax Proposalswill be enacted in the form
proposed, although no assurance can be given that the Tax Proposals will be
enacted in their current form or at all. This summary does not otherwise take
into account any changes in law or in the administrative policiesor practices
of the CRA, whether by legislative, governmental or judicial decision or
action, nor does it take into account or consider any provincial, territorial
or foreign income tax considerations, which considerations may differ
significantlyfrom the Canadian federal income tax considerations discussed in
this summary.
This summary is of a general nature only, is notexhaustive of all possible
Canadian federal income tax considerations and is not intended to be, nor
should it be construed to be, legal or tax advice to any particular Holder.
Holders should consult their own tax advisors with respect to theirparticular
circumstances.
For purposes of the Tax Act, all amounts relating to the acquisition, holding
or disposition of Offered Sharesmust be expressed in Canadian dollars using
the rate of exchange quoted by the Bank of Canada for the relevant day or such
other rate of exchange as is acceptable to the CRA.
S-24
-------------------------------------------------------------------------------
Table of Contents
Resident Holders
The following section of this summary only applies to Holders who, for the
purposes of the Tax Act, are or are deemed to be resident in Canadaat all
relevant times ("Resident Holders").
Certain Resident Holders whose Offered Shares might not constitute capital
propertymay make, in certain circumstances, an irrevocable election permitted
by subsection 39(4) of the Tax Act to deem the Offered Shares, and every other
"Canadian security" as defined in the Tax Act, held by such persons, in the
taxation yearof the election and each subsequent taxation year to be capital
property. Resident Holders should consult their own tax advisors regarding
this election.
Dividends
Dividends received or deemedto be received on the Offered Shares will be
included in computing a Resident Holder's income.
In the case of an individual (andcertain trusts), such dividends will be
subject to the
gross-up
and dividend tax credit rules that apply in respect of "taxable dividends"
received from "taxable Canadian corporations" (aseach term is defined in the
Tax Act). An enhanced
gross-up
and dividend tax credit will be available in respect of "eligible dividends"
designated by the Corporation to such Resident Holder inaccordance with the
provisions of the Tax Act. There may be limitations on the ability of the
Corporation to designate dividends as "eligible dividends".
In general, in the case of a Resident Holder that is a corporation, dividends
received or deemed to be received on the Offered Shares will bedeductible in
computing the corporation's taxable income. In certain circumstances,
subsection 55(2) of the Tax Act will treat a taxable dividend received by a
Resident Holder that is a corporation as proceeds of disposition or as a
capitalgain. Resident Holders that are corporations should consult their own
tax advisors in this regard.
A Resident Holder that is a"private corporation" or "subject corporation"
(each as defined in the Tax Act) generally may be liable to pay a tax
(refundable in certain circumstances) under Part IV of the Tax Act on
dividends received or deemed to bereceived on the Offered Shares to the extent
such dividends are deductible in computing taxable income.
Disposition of Offered Shares
Upon a disposition (or a deemed disposition) of an Offered Share (other than a
disposition to the Corporation unless it occurs in the openmarket in the
manner in which shares are normally purchased by members of the public in the
open market), a Resident Holder generally will realize a capital gain (or a
capital loss) equal to the amount by which the proceeds of disposition of
suchOffered Share, net of any reasonable costs of disposition, are greater (or
are less) than the adjusted cost base of such Offered Share to the Resident
Holder. The adjusted cost base to a Resident Holder of an Offered Share
acquired pursuant to thisOffering will be averaged with the adjusted cost base
of any other Common Shares held by the Resident Holder as capital property at
that time. The tax treatment of capital gains and capital losses is discussed
in greater detail below under thesubheading "
Capital Gains and Capital Losses
".
Capital Gains and Capital Losses
Currently, a Resident Holder is required to include in computing its income
for a taxation year
one-half
of the amount of any capital gain (a "taxable capital gain") realized in the
year. Subject to and in accordance with the provisions of the Tax Act, a
Resident Holder is required to deduct
one-half
of the amount of any capital loss (an "allowable capital loss") realized in a
taxation year from taxable capital gains realized in the year by such
S-25
-------------------------------------------------------------------------------
Table of Contents
Resident Holder. For capital gains realized on or after June 25, 2024, Tax
Proposals released on April 16, 2024 generally increase the capital gains
inclusion rate from
one-half
to
two-thirds
for corporations and trusts, and from
one-half
to
two-thirds
forindividuals on the portion of capital gains realized, including capital
gains realized indirectly through a trust or partnership, that exceed
$250,000. Under the Tax Proposals,
two-thirds
of capital lossesrealized prior to 2024 will be deductible against capital
gains included in income at the
two-thirds
inclusion rate such that a capital loss will offset an equivalent capital gain
regardless of the inclusionrate. The Tax Proposals do not include
comprehensive rules (including draft legislation) implementing these changes
and state that additional details related to the change of the capital gains
inclusion rate are forthcoming. Consequently, manyaspects of how the Tax Act
will be amended in connection with the Tax Proposals remain uncertain
(including with respect to how the changes will apply to capital gains earned
through a trust or partnership in 2024). Holders should consult their owntax
advisors regarding the Tax Proposals.
Allowable capital losses incurred in a taxation year in excess of taxable
capital gainsrealized in the year may be carried back and deducted in any of
the three preceding taxation years or carried forward and deducted in any
subsequent taxation year against taxable capital gains realized in such year
to the extent and under thecircumstances described in the Tax Act.
The amount of any capital loss realized on the disposition or deemed
disposition of OfferedShares by a Resident Holder that is a corporation may be
reduced by the amount of dividends received or deemed to have been received by
it on such Offered Shares to the extent and in the circumstance specified by
the Tax Act. Similar rules may applywhere an Offered Share is owned by a
partnership or trust of which a corporation, trust or partnership is a member
or beneficiary, as the case may be. Resident Holders to whom these rules may
be relevant should consult their own tax advisors. AResident Holder that is
throughout the relevant taxation year a "Canadian-controlled private
corporation" (as defined in the Tax Act) or a "substantive CCPC" (as defined
in Tax Proposals contained in Bill
C-59
that are proposed to be effective for taxation years beginning on or after
April 7, 2022) may be liable to pay a tax (refundable in certain circumstances)
on its "aggregate investment income" (asdefined in the Tax Act) for the year,
which includes taxable capital gains. Holders are advised to consult their own
tax advisors.
Minimum Tax
Capital gains realized and dividends received on Offered Shares by a Resident
Holder that is an individual (and certain types oftrusts) may increase the
Resident Holder's liability to pay minimum tax under the Tax Act. Tax
Proposals that are proposed to be effective on January 1, 2024 significantly
modify the existing rules for computing the minimum tax. Holdersshould consult
their own tax advisors on the proposed changes to the minimum tax and the
consequences therefrom.
Non-Resident
Holders
The following section of this summary only applies to Holders who for the
purposes of the Tax Act and at all relevant times, are neitherresident nor
deemed to be resident in Canada and do not use or hold, and will not be deemed
to use or hold, the Offered Shares in carrying on a business in Canada
("Non-Resident
Holders"). Specialrules, which are not discussed in this summary, may apply to a
Non-Resident
Holder that is an insurer carrying on business in Canada and elsewhere. Such
Non-Resident
Holders should consult their own Canadian tax advisors.
Dividends
Dividends paid or credited or deemed to be paid or credited to a
Non-Resident
Holder on the OfferedShares by the Corporation are subject to Canadian
withholding tax at the rate of 25% on the gross amount of the dividend unless
such rate is reduced by the terms of an applicable tax treaty or convention.
S-26
-------------------------------------------------------------------------------
Table of Contents
For example, under the
Canada-United States Tax Convention (1980)
(the"Treaty") as amended, the rate of withholding tax on dividends paid or
credited to a
Non-Resident
Holder who is resident in the U.S. for purposes of the Treaty, fully entitled
to benefits under theTreaty and is the beneficial owner of the dividend (a
"U.S. Resident Holder") is generally limited to 15% of the gross amount of the
dividend (or 5% in the case of a U.S. Resident Holder that is a company
beneficially owning at least 10%of the Corporation's voting shares).
Non-Resident
Holders should consult their own tax advisors regarding the application of any
applicable tax treaty to dividends based on their particular circumstances.
Dispositions of Offered Shares
A
Non-Resident
Holder generally will not be subject to tax under the Tax Act in respect of a
capital gain realized on the disposition or deemed disposition of an Offered
Share, nor will capital losses arisingtherefrom be recognized under the Tax
Act, unless the Offered Share constitutes "taxable Canadian property" to the
Non-Resident
Holder for purposes of the Tax Act, and the gain is not exempt from
taxpursuant to the terms of an applicable tax treaty or convention.
Provided the Offered Shares are listed on a "designated stockexchange", as
defined in the Tax Act (which currently includes the TSX and NYSE), at the
time of disposition, the Offered Shares generally will not constitute taxable
Canadian property of a
Non-Resident
Holder at that time, unless at any time during the
60-month
period immediately preceding the disposition the following two conditions are
met concurrently:
(i) the
Non-Resident
Holder, persons with whom the
Non-Resident
Holder did not deal at arm's length, partnerships in which the
Non-Resident
Holder or such
non-arm's
lengthperson holds a membership interest (either directly or indirectly through one or more partnerships), or the
Non-Resident
Holder together with all such persons, owned 25% or more of the issued shares of anyclass or series of the Corporation; and
(ii) more than 50% of the fair market value of the Offered Shares was derived directly or indirectly
from one or anycombination of real or immovable property situated in Canada, "Canadian resource
property" (as defined in the Tax Act), "timber resource property" (as defined in the Tax Act)
or an option, an interest or right in such property,whether or not such property exists.
Notwithstanding the foregoing, an Offered Share may otherwise be deemed to
betaxable Canadian property to a
Non-Resident
Holder for purposes of the Tax Act in particular circumstances.
A
Non-Resident
Holder's capital gain (or capital loss) in respect of Offered Shares
thatconstitute or are deemed to constitute taxable Canadian property (and are
not otherwise exempt from tax pursuant to the terms of an applicable tax
treaty or convention) will generally be computed in the manner described above
under the subheading"
Resident Holders - Disposition of Offered Shares
".
Non-Resident
Holderswhose Offered Shares are taxable Canadian property should consult their
own tax advisors.
S-27
-------------------------------------------------------------------------------
Table of Contents
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
The following is a discussion of certain U.S. federal income tax considerations
of the acquisition, ownership and disposition of theOffered Shares that are
applicable to a U.S. Holder, as defined below, that acquires Offered Shares
pursuant to this Prospectus Supplement. This discussion is not a complete
analysis or listing of all of the possible tax consequences of suchtransactions
and does not address all tax considerations that might be relevant to
particular holders in light of their personal circumstances or to persons that
are subject to special tax rules. In particular, the information set forth
below dealsonly with U.S. Holders that will hold Offered Shares as capital
assets for U.S. federal income tax purposes (generally, property held for
investment) and that do not own, and are not treated as owning, 10% or more of
the total combined voting poweror value of all classes of the Corporation's
stock entitled to vote. In addition, this discussion of U.S. federal income
tax consequences does not address the tax treatment of special classes of U.S.
Holders, such as: financial institutions;regulated investment companies; real
estate investment trusts;
tax-exempt
entities; insurance companies; persons holding the Offered Shares as part of a
hedging, integrated or conversion transaction,constructive sale or "straddle";
persons who acquire Offered Shares through the exercise or cancellation of
employee stock options or otherwise as compensation for their services; U.S.
expatriates; persons subject to the alternativeminimum tax; persons that
generally mark their securities to market for U.S. federal income tax
purposes; dealers or traders in securities or currencies; and holders whose
functional currency is not the U.S. dollar.
This discussion does not address estate and gift tax, any U.S. federal tax
other than income tax, or tax consequences under any state, localor non U.S.
laws.
For purposes of this section, a "U.S. Holder" is a beneficial owner of Offered
Shares that is: (1) anindividual citizen of the United States or a resident
alien of the United States as determined for U.S. federal income tax purposes;
(2) a corporation (or other entity treated as a corporation for U.S. federal
income tax purposes) created in,or organized under the laws, of the United
States, any state thereof or the District of Columbia; (3) an estate the
income of which is subject to U.S. federal income taxation regardless of its
source; or (4) a trust (A) if a courtwithin the United States is able to
exercise primary supervision over its administration and one or more U.S.
persons have authority to control all substantial decisions of the trust or
(B) that has a valid election in effect under applicableU.S. Treasury
regulations to be treated as a U.S. person.
If a partnership or other pass-through entity is a beneficial owner of
OfferedShares, the tax treatment of a partner or other owner will generally
depend upon the status of the partner (or other owner) and the activities of
the entity. A U.S. Holder that is a partner or other owner of a pass-through
entity that acquiresOffered Shares is urged to consult its own tax advisor
regarding the tax consequences of acquiring, owning and disposing of Offered
Shares.
The following discussion is based upon the U.S. Internal Revenue Code of 1986,
as amended (the "Code"), existing and proposed U.S.Treasury regulations, U.S.
judicial decisions and administrative pronouncements, all as in effect as of
the date hereof. All of the preceding authorities are subject to change,
possibly with retroactive effect, so as to result in U.S. federal incometax
consequences different from those discussed below. The Corporation has not
requested, and will not request, a ruling from the IRS with respect to any of
the U.S. federal income tax consequences described below, and as a result
there can be noassurance that the IRS will not disagree with or challenge any
of the conclusions described herein.
As discussed below, the Corporationbelieves that it is not currently a PFIC,
and this discussion assumes that the Corporation is not a PFIC, as discussed
below under "Passive Foreign Investment Company Considerations."
The following discussion is for general information only and is not intended
to be, nor should it be construed to be, legal or tax adviceto any holder or
prospective holder of Offered Shares and no opinion or representation with
respect to the U.S. federal income tax consequences to any such holder or
prospective holder is made. Prospective purchasers are urged to consult their
owntax advisors as to the
S-28
-------------------------------------------------------------------------------
Table of Contents
particular consequences to them under U.S. federal, state and local, and
applicable
non-U.S.,
tax laws of the acquisition, ownership and disposition ofOffered Shares.
Distributions
Subject to the PFIC rules discussed below, the gross amount of any
distribution made by the Corporation (without reduction for any Canadianincome
tax withheld from such distribution) will generally be subject to U.S. federal
income tax as dividend income to the extent paid out of the Corporation's
current or accumulated earnings and profits, as determined under U.S. federal
incometax principles. Such amount will be includable in gross income by a U.S.
Holder as ordinary income on the date that the U.S. Holder actually or
constructively receives the distribution in accordance with its regular method
of accounting for U.S.federal income tax purposes. The amount of any
distribution made by the Corporation in property other than cash will be the
fair market value of such property on the date of the distribution. Dividends
paid by the Corporation will not be eligiblefor the dividends received
deduction generally allowed to corporations under the Code.
Subject to applicable exceptions with respect toshort-term and hedged
positions, certain dividends received by
non-corporate
U.S. Holders from a "qualified foreign corporation" may be eligible for
reduced rates of taxation. A qualified foreigncorporation includes a foreign
corporation that is eligible for the benefits of a comprehensive income tax
treaty with the United States that the U.S. Treasury Department determines to
be satisfactory for these purposes and that includes an exchangeof information
provision. The U.S. Treasury Department has determined that the income tax
treaty between the United States and Canada meets these requirements, and the
Corporation believes that it is eligible for the benefits of this treaty.
Aforeign corporation is also treated as a qualified foreign corporation with
respect to dividends paid by that corporation on ordinary shares that are
readily tradable on an established securities market in the United States.
U.S. Treasury guidanceindicates that the Offered Shares will be readily
tradable on an established securities market in the United States; however,
there can be no assurance that Offered Shares will be considered readily
tradable on an established securities market inthe United States in future
years. Dividends received by U.S. investors from a foreign corporation that
was a PFIC in either the taxable year of the distribution or the preceding
taxable year will not constitute dividends eligible for the reducedrates of
taxation described above. Instead, such dividends would be subject to tax at
ordinary income rates.
To the extent that adistribution exceeds the amount of the Corporation's
current and accumulated earnings and profits, as determined under U.S. federal
income tax principles, it will be treated first as a
tax-free
return ofcapital, causing a reduction in the U.S. Holder's adjusted tax basis
in Offered Shares held by such U.S. Holder (thereby increasing the amount of
gain, or decreasing the amount of loss, to be recognized by such U.S. Holder
upon a subsequentdisposition of Offered Shares), with any amount that exceeds
the adjusted tax basis being treated as a capital gain recognized on a sale,
exchange or other taxable disposition (as discussed below). However, the
Corporation does not intend tomaintain calculations of its earnings and
profits in accordance with U.S. federal income tax principles, and a U.S.
Holder should therefore assume that any distribution by the Corporation with
respect to the Offered Shares will be treated asdividends for U.S. federal
income tax purposes.
In general, any Canadian withholding tax imposed on dividend payments in
respect ofOffered Shares will be treated as a foreign income tax eligible for
credit against a U.S. Holder's U.S. federal income tax liability (or, at a
U.S. Holder's election, may, in certain circumstances, be deducted in
computing taxable income).Dividends paid on Offered Shares will be treated as
foreign-source income, and generally will be treated as "passive category
income" for U.S. foreign tax credit purposes. The Code applies various complex
limitations on the amount offoreign taxes that may be claimed as a credit by
U.S. taxpayers. Accordingly, U.S. Holders are urged to consult their own tax
advisors regarding the availability of the foreign tax credit under their
particular circumstances.
S-29
-------------------------------------------------------------------------------
Table of Contents
Sale, Exchange or Other Taxable Disposition of Offered Shares
A U.S. Holder generally will recognize gain or loss upon the sale, exchange or
other taxable disposition of Offered Shares in an amount equalto the
difference between (i) the amount realized upon the sale, exchange or other
taxable disposition and (ii) such U.S. Holder's adjusted tax basis in Offered
Shares. Generally, subject to the application of the PFIC rules discussedbelow,
such gain or loss will generally be capital gain or loss and will be long-term
capital gain or loss if, on the date of the sale, exchange or other taxable
disposition, the U.S. Holder has held the Offered Shares for more than one
year. Forindividual U.S. Holders, long-term capital gains are subject to
taxation at favourable rates. The deductibility of capital losses is subject
to limitations under the Code. Gain or loss, if any, that are realized upon a
sale, exchange or othertaxable disposition of Offered Shares will be treated
as having a United States source for U.S. foreign tax credit limitation
purposes. Consequently, a U.S. Holder may not be able to use any foreign tax
credits arising from any Canadian tax imposedon the sale, exchange or other
taxable disposition of Offered Shares unless such credit can be applied
(subject to applicable limitations) against tax due on other income treated as
derived from foreign sources or unless an applicable treatyprovides otherwise.
Passive Foreign Investment Company Considerations
Special, generally unfavourable, U.S. federal income tax rules apply to U.S.
persons owning stock of a PFIC. A foreign corporation will beconsidered a PFIC
for any taxable year in which, after taking into account the income and assets
of the corporation and certain subsidiaries pursuant to applicable "look
through" rules, either (1) at least 75 percent of its grossincome is "passive"
income (the "income test") or (2) at least 50 percent of the average value of
its assets is attributable to assets that produce passive income or are held
for the production of passive income (the"asset test"). For purposes of
determining whether a foreign corporation will be considered a PFIC, such
foreign corporation will be treated as holding its proportionate share of the
assets and receiving directly its proportionate share ofthe income of any
other corporation in which it owns, directly or indirectly, more than 25
percent (by value) of the stock. PFIC status is fundamentally factual in
nature. It generally cannot be determined until the close of the taxable year
inquestion and is determined annually.
The Corporation believes that it currently is not a PFIC for U.S. federal
income tax purposes.However, the determination of PFIC status for any year is
fact specific, being based on the types of income the Corporation earns and
the types and value of the Corporation's assets from time to time, all of
which are subject to change, as wellas, in part, the application of complex
U.S. federal income tax rules, which are subject to differing interpretations.
As a result, there can be no assurance in this regard, and the IRS may
challenge the Corporation's classification.Accordingly, it is possible that
the Corporation may be classified as a PFIC in the current taxable year or in
future years. If the Corporation is classified as a PFIC in any year during
which a U.S. Holder holds Offered Shares, the Corporationgenerally will
continue to be treated as a PFIC as to such U.S. Holder in all succeeding
years, regardless of whether the Corporation continues to meet the income or
asset test discussed above.
If the Corporation were classified as a PFIC for any taxable year during which
a U.S. Holder holds Offered Shares, such U.S. Holder would besubject to
increased tax liability (generally including an interest charge) upon the
sale, exchange or other disposition of Offered Shares or upon the receipt of
certain distributions treated as "excess distributions," regardless ofwhether
such income was actually distributed. An excess distribution generally would
be the portion of any distributions to a U.S. Holder with respect to Offered
Shares during a single taxable year that are in total greater than 125% of the
averageannual distributions received by such U.S. Holder with respect to
Offered Shares during the three preceding taxable years or, if shorter, during
such U.S. Holder's holding period for such Offered Shares. Generally, a U.S.
Holder would berequired to allocate any excess distribution or gain from the
sale or other disposition of the Offered Shares ratably over its holding
period for Offered Shares. Such amounts would be taxed as ordinary income at
the highest applicable rate in effectfor each taxable year of the holding
period, and amounts allocated to prior taxable years would be subject to an
interest charge at a rate applicable to underpayments of tax.
S-30
-------------------------------------------------------------------------------
Table of Contents
If the Corporation were classified as a PFIC, certain elections could be
available tomitigate the consequences described above. If the Offered Shares
are regularly traded on a registered national securities exchange or certain
other exchanges or markets, then such Offered Shares will constitute
"marketable stock" forpurposes of the PFIC rules. The Corporation expects that
the Offered Shares will constitute "marketable stock" for purposes of the PFIC
rules. U.S. Holders that make a
"mark-to-market
election" with respect to such marketable stock would not be subject to the
foregoing PFIC rules. After making such an election, a U.S. Holdergenerally
would include as ordinary income each year during which the election is in
effect and during which the Corporation is a PFIC the excess, if any, of the
fair market value of Offered Shares at the end of the taxable year over the
U.S.Holder's adjusted tax basis in such Offered Shares. These amounts of
ordinary income would not be eligible for the favourable tax rates applicable
to qualified dividend income or long-term capital gains. A U.S. Holder with a
mark-to-market
election in effect also would be allowed to take an ordinary loss in respect
of the excess, if any, of its adjusted tax basis in Offered Shares over their
fairmarket value at the end of the taxable year (but only to the extent of the
net amount of income that was previously included as a result of the
mark-to-market
election).A U.S. Holder's tax basis in Offered Shares would be adjusted to
reflect any income or loss amounts resulting from a
mark-to-market
election. If made, a
mark-to-market
election would be effective for the taxable year for which the election was
made and for all subsequent taxable years unless the Offered Shares ceased
toqualify as "marketable stock" for purposes of the PFIC rules or the IRS
consented to the revocation of the election. Such election will not apply,
however, to any subsidiaries of the Corporation that are PFICs, and, as a
result, anelecting U.S. Holder may continue to be subject to tax under the
PFIC excess distribution regime with respect to any such subsidiaries. In the
event that the Corporation is classified as a PFIC, U.S. Holders are urged to
consult their own taxadvisor regarding the availability of the
mark-to-market
election, and whether the election would be advisable in their particular
circumstances.
The PFIC tax rules outlined above also would not apply to a U.S. Holder that
elected to treat the Corporation as a "qualified electingfund" or "QEF". An
election to treat the Corporation as a QEF will not be available, however, if
the Corporation does not provide the information necessary to make such an
election. The Corporation does not expect to provide theinformation necessary
to make a QEF election, and thus, the QEF election will not be available with
respect to Offered Shares.
Asdiscussed above in "Distributions," notwithstanding any election made with
respect to the Offered Shares, if the Corporation is a PFIC in either the
taxable year of the distribution or the preceding taxable year, dividends
received withrespect to Offered Shares will not qualify for reduced rates of
taxation.
Receipt of Foreign Currency
The gross amount of any payment in a currency other than U.S. dollars will be
included by each U.S. Holder in income in a U.S. dollar amountcalculated by
reference to the exchange rate in effect on the day such U.S. Holder actually
or constructively receives the payment in accordance with its regular method
of accounting for U.S. federal income tax purposes regardless of whether
thepayment is in fact converted into U.S. dollars at that time. If the foreign
currency is converted into U.S. dollars on the date of the payment, the U.S.
Holder should not be required to recognize any foreign currency gain or loss
with respect to thereceipt of foreign currency. If, instead, the foreign
currency is converted at a later date, any currency gains or losses resulting
from the conversion of the foreign currency will be treated as U.S. source
ordinary income or loss for U.S. foreigntax credit purposes. U.S. Holders are
urged to consult their own U.S. tax advisors regarding the U.S. federal income
tax consequences of receiving, owning, and disposing of foreign currency.
Additional Tax on Passive Income
U.S.Holders that are individuals, estates or trusts are required to pay an
additional 3.8% tax on the lesser of (1) the U.S. Holder's "net investment
income" for the relevant taxable year and (2) the excess of the U.S.Holder's
modified adjusted gross income for the taxable year over a certain threshold.
A U.S. Holder's "net investment income" generally includes, among other
things, dividends and net gains from disposition of property
S-31
-------------------------------------------------------------------------------
Table of Contents
(other than property held in the ordinary course of the conduct of a trade or
business). Accordingly, dividends on and capital gain from the sale, exchange
or other taxable disposition of theOffered Shares may be subject to this
additional tax. U.S. Holders are urged to consult their own tax advisors
regarding the additional tax on passive income.
Information Reporting and Backup Withholding
In general, dividends paid to a U.S. Holder in respect of Offered Shares and
the proceeds received by a U.S. Holder from the sale, exchange orother
disposition of Offered Shares within the United States or through certain
U.S.-related financial intermediaries will be subject to U.S. information
reporting rules, unless a U.S. Holder is a corporation or other exempt
recipient and properlyestablishes such exemption. Backup withholding may apply
to such payments if a U.S. Holder does not establish an exemption from backup
withholding and fails to provide a correct taxpayer identification number and
make any other requiredcertifications.
Backup withholding is not an additional tax. Any amounts withheld under the
backup withholding rules will be allowed as arefund or credit against U.S.
federal income tax liability, provided that the required information is timely
furnished to the IRS.
Inaddition, U.S. Holders should be aware of reporting requirements with
respect to the holding of certain foreign financial assets, including stock of
foreign issuers which is not held in an account maintained by certain
financial institutions, if theaggregate value of all of such assets exceeds
US$50,000, on the last day of the taxable year or US$75,000 at any time during
the taxable year. Applicable U.S. Holders must attach a complete IRS Form
8938, Statement of Specified Foreign FinancialAssets, with their return for
each year in which they hold Offered Shares. U.S. Holders should also be aware
that if the Corporation were a PFIC, they would generally be required to file
IRS Form 8261, Information Return by a Shareholder of aPassive Foreign
Investments Company or Qualified Electing Fund, during any taxable year in
which such U.S. Holder recognizes gain or receives an excess distribution or
with respect to which the U.S. Holder has made certain elections. U.S.
Holdersare urged to consult their own tax advisors regarding the application
of the information reporting rules to the Offered Shares and their particular
situations.
LEGAL MATTERS
Certain legal matters relating to the Offering hereunder will be passed upon
on behalf of the Corporation by Paul, Weiss, Rifkind,Wharton & Garrison LLP
with respect to U.S. legal matters and by Fasken Martineau DuMoulin LLP with
respect to Canadian legal matters and on behalf of the Underwriters by
Skadden, Arps, Slate, Meagher & Flom LLP with respect toU.S. legal matters and
by Davies Ward Phillips & Vineberg LLP with respect to Canadian legal matters.
At the date hereof, the partners and associates of Fasken Martineau DuMoulin
LLP, as a group, beneficially own, directly or indirectly,less than one per
cent of any outstanding securities of the Corporation or any associate or
affiliate of the Corporation.
AUDITORS, TRANSFER AGENT AND REGISTRAR
The auditors of the Corporation are KPMG LLP, Chartered Professional
Accountants, throughits offices at 333 Bay Street, Suite 4600, Toronto,
Ontario M5H 2S5. KPMG LLP have confirmed that they are independent with
respect to the Corporation within the meaning of the relevant rules and
related interpretations prescribed by the relevantprofessional bodies in
Canada and any applicable legislation or regulation, and that they are
independent accountants with respect to the Corporation under all relevant
U.S. professional and regulatory standards.
The transfer agent and registrar for the Common Shares is Computershare Trust
Company of Canada through its offices at 100 University Avenue,Toronto,
Ontario M5J 2Y1.
S-32
-------------------------------------------------------------------------------
Table of Contents
ENFORCEABILITY OF CIVIL LIABILITIES
The Corporation is a corporation existing under the
Canada Business Corporations Act
. Many of the Corporation's directors andofficers, and all of the experts
named in this Prospectus Supplement or the accompanying Prospectus, are
residents of Canada or other
non-U.S.
jurisdictions, and all or a substantial portion of their assets,and a
substantial portion of the Corporation's assets, are located outside the
United States. The Corporation has appointed an agent for service of process
in the United States (as set forth below), but it may be difficult for holders
of CommonShares who reside in the United States to effect service within the
United States upon the Corporation or those directors, officers and experts
who are not residents of the United States. The Corporation has been advised
by its Canadian counsel,Fasken Martineau DuMoulin LLP, that there is doubt as
to the enforceability in Canada by a court in original actions, or in actions
to enforce judgments of United States courts, of civil liabilities predicated
upon United States federal securitieslaws.
The Corporation filed with the SEC, concurrently with its registration
statement on Form
F-10
of which this Prospectus Supplement and the accompanying Prospectus are a
part, an appointment of agent for service of process on Form
F-X.
Under the Form
F-X,
the Corporation appointed Corporation Service Company, 80 State Street,
Albany, New York, 12207-2543 as its agent for service of process in the United
States in connection with any investigation oradministrative proceeding
conducted by the SEC, and any civil suit or action brought against or
involving the Corporation in a United States court arising out of or related
to or concerning the offering of the Offered Shares under this ProspectusSupplem
ent and the accompanying Prospectus.
DOCUMENTS FILED AS PART OF THE REGISTRATION STATEMENT
The following documents have been or will be filed with the SEC as part of the
registration statement of which this Prospectus Supplement andthe accompanying
Prospectus form a part: the documents set out under the heading "
Documents Incorporated by Reference
"; the consents of auditors, counsel and engineers; the Underwriting
Agreement; the powers of attorney from thedirectors and certain officers of
the Corporation; and the form of indenture.
S-33
-------------------------------------------------------------------------------
Table of Contents
SHORT FORM BASE SHELF PROSPECTUS
New Issue September 1, 2022
IAMGOLD CORPORATION
U.S.$500,000,000
CommonShares
First Preference Shares
Second Preference Shares
Debt Securities
Warrants
Subscription Receipts
IAMGOLD Corporation("
IAMGOLD
" or the "
Corporation
") may offer and issue from time to time common shares of the Corporation ("
Common Shares
"), first preference shares of the Corporation ("
First PreferenceShares
"), second preference shares of the Corporation ("
Second Preference Shares
"), debt securities ("
Debt Securities
"), warrants to purchase Common Shares, First Preference Shares, Second
Preference Sharesor Debt Securities (collectively "
Warrants
"), or subscription receipts ("
Subscription Receipts
") (all of the foregoing collectively, the "
Securities
") or any combination thereof for up to anaggregate initial offering price of
U.S.$500,000,000 (or the equivalent thereof in other currencies) during the
25-month
period that this short form base shelf prospectus (the "
Prospectus
"),including any amendments hereto, remains effective. Securities may be
offered separately or together, in amounts, at prices and on terms to be
determined based on market conditions at the time of sale and set forth in an
accompanying prospectussupplement (a "
Prospectus Supplement
"). In addition, Securities may be offered and issued in consideration for the
acquisition of other businesses, assets or securities by the Corporation or a
subsidiary of the Corporation. Theconsideration for any such acquisition may
consist of any of the Securities separately, a combination of Securities or
any combination of, among other things, Securities, cash and assumption of
liabilities.
All dollar amounts in this Prospectus are in United States dollars, unless
otherwise indicated. See "Currency Presentation and Exchange RateInformation".
Investing in the Securities involves significant risks. Prospective purchasers
of the Securities should carefully consider therisk factors described under
the heading "Risk Factors" in the Corporation's Annual Information Form for
the year ended December 31, 2021 ("Annual Information Form"), and under the
heading "Risks andUncertainties" in the management's discussion and analysis
of financial position and results of operation of the Corporation for the six
months ended June 30, 2022 and the year ended December 31, 2021, and in this
Prospectus andin documents incorporated by reference in this Prospectus.
The specific terms of the Securities with respect to a particular offering
will be set outin the applicable Prospectus Supplement and may include, where
applicable: (i) in the case of Common Shares, the number of Common Shares
offered, the offering price, whether the Common Shares are being offered for
cash, and any other termsspecific to the Common Shares being offered; (ii) in
the case of First Preference Shares and Second Preference Shares, the
designation of the particular class and, if applicable, series, the number of
First Preference Shares or SecondPreference Shares offered, the offering
price, whether the First Preference Shares or Second Preference Shares are
being offered for cash, the dividend rate, if any, any terms for redemption or
retraction and any other terms specific to the FirstPreference Shares or
Second Preference Shares being offered; (iii) in the case of Debt Securities,
the specific designation, the aggregate principal amount, the currency or the
currency unit for which the Debt Securities may be purchased, thematurity, the
interest provisions, the authorized denominations, the offering price, whether
the Debt Securities are being offered for cash, the covenants, the events of
default, any terms for redemption or retraction, any exchange or conversionright
s attached to the Debt Securities, whether the debt is senior or subordinated
to the Corporation's other liabilities and obligations, whether the Debt
Securities will be secured by any of the Corporation's assets or guaranteed by
anyother person and any other terms specific to the Debt Securities being
offered; (iv) in the case of Warrants, the offering price, whether the
Warrants are being offered for cash, the designation, the number and the terms
of the Common Shares,First Preference Shares, Second Preference Shares or Debt
Securities purchasable upon exercise of the Warrants, any procedures that will
result in the adjustment of these numbers, the exercise price, the dates and
periods of exercise, the currencyin which the Warrants are issued and any
other terms specific to the Warrants being offered; and (v) in the case of
Subscription Receipts, the number of Subscription Receipts being offered, the
offering price, whether the Subscription Receiptsare being offered for cash,
the procedures for the exchange of the Subscription Receipts for Common
Shares, First Preference Shares, Second Preference Shares, Debt Securities or
Warrants, as the case may be, and any other terms specific to theSubscription
Receipts being offered. Where required by statute, regulation or policy, and
where Securities are offered in currencies other than Canadian dollars,
appropriate disclosure of foreign exchange rates applicable to the Securities
will beincluded in the Prospectus Supplement describing the Securities.
This Prospectus does not qualify for issuance Debt Securities in respect of
which thepayment of principal and/or interest may be determined, in whole or
in part, by reference to one or more underlying interests, including, for
example, an equity or debt security, or a statistical measure of economic or
financial performance(including, but not limited to, any currency, consumer
price or mortgage index, or the price or value of one or more commodities,
indices or other items, or any other item or formula, or any combination or
basket of the foregoing items). For greatercertainty, this Prospectus may
qualify for issuance Debt Securities in respect of which the payment of
principal and/or interest may be determined, in whole or in part, by reference
to published rates of a central banking authority or one or morefinancial
institutions, such as a prime rate or bankers' acceptance rate, or to
recognized market benchmark interest rates such as SOFR, EURIBOR or a U.S.
federal funds rate.
The Securities may be sold from time to time in one or more transactions at a
fixed price or prices which may be changed or at market prices prevailing at
thetime of sale, at prices related to such prevailing market prices or at
negotiated prices, including sales in transactions that are
-------------------------------------------------------------------------------
Table of Contents
deemed to be
"at-the-market
distributions" as defined in National Instrument
44-102
-
Shelf Distributions
("
NI
44-102
"), including sales made directly on the Toronto Stock Exchange (the "
TSX
"), the New York StockExchange ("
NYSE
") or other existing trading markets for the Securities. The prices at which
the Securities may be offered may vary as between purchasers and during the
period of distribution. If, in connection with the offering ofSecurities at a
fixed price or prices, the underwriters, dealers or agents have made a bona
fide effort to sell all of the Securities at the initial offering price fixed
in the applicable Prospectus Supplement, the public offering price may
bedecreased and thereafter further changed, from time to time, to an amount
not greater than the initial public offering price fixed in such Prospectus
Supplement, in which case the compensation realized by the underwriters,
dealers or agents will bedecreased by the amount that the aggregate price paid
by purchasers for the Securities is less than the gross proceeds paid by the
underwriters, dealers or agents to the Corporation.
In connection with any offering of Securities, other than an
"at-the-market
distribution" (as defined under applicable Canadian securities legislation),
unless otherwise specified in a Prospectus Supplement, the underwriters,
dealers or agents, as the case may be, may over-allot or effect transactions
which stabilize,maintain or otherwise affect the market price of the
Securities at a level other than those which otherwise might prevail on the
open market. Such transactions may be commenced, interrupted or discontinued
at any time. A purchaser who acquiresSecurities forming part of the
underwriters', dealers' or agents' over-allocation position acquires those
securities under this Prospectus and the Prospectus Supplement relating to the
particular offering of Securities, regardless ofwhether the over-allocation
position is ultimately filled through the exercise of the over-allotment
option or secondary market purchases. See "Plan of Distribution". No
underwriter, dealer or agent involved in an
"at-the-market
distribution" under this Prospectus, no affiliate of such an underwriter,
dealer or agent and no person or company acting jointly or in concert withsuch
underwriter, dealer or agent will over-allot Securities in connection with
such distribution or effect any other transactions that are intended to
stabilize or maintain the market price of the Securities.
All information permitted under applicable law to be omitted from this
Prospectus will be contained in one or more Prospectus Supplements that will
be deliveredto purchasers together with this Prospectus. Each Prospectus
Supplement will be incorporated by reference into this Prospectus for the
purposes of securities legislation as of the date of the Prospectus Supplement
and only for the purposes of thedistribution of the Securities to which such
Prospectus Supplement pertains.
This Prospectus constitutes a public offering of the Securities only in
thosejurisdictions where they may be lawfully offered for sale and only by
persons permitted to sell the Securities in those jurisdictions. The
Corporation may offer and sell Securities to, or through, underwriters or
dealers and also may offer and sellcertain Securities directly to other
purchasers or through agents pursuant to exemptions from registration or
qualification under applicable securities laws. A Prospectus Supplement
relating to each issue of Securities offered thereby will set forththe names
of any underwriters, dealers, or agents involved in the offering and sale of
the Securities and will set forth the terms of the offering of the Securities,
the method of distribution of the Securities including, to the extent
applicable,the proceeds to the Corporation and any fees, discounts or any
other compensation payable to underwriters, dealers or agents and any other
material terms of the plan of distribution.
The outstanding Common Shares are listed on the TSX under the symbol "IMG" and
on the NYSE under the symbol "IAG". On August 31, 2022,the last trading day
prior to the date of this Prospectus, the closing price of the Common Shares
on the TSX was C$1.57 and the closing price of the Common Shares on the NYSE
was $1.19.
Unless otherwise specified in the applicable ProspectusSupplement, the First
Preference Shares, the Second Preference Shares, the Debt Securities, the
Warrants and the Subscription Receipts will not be listed on any securities
exchange. There is no market through which these Securities may be sold
andpurchasers may not be able to resell these Securities purchased under this
Prospectus. This may affect the pricing of these Securities in the secondary
market, the transparency and availability of trading prices, the liquidity of
these Securities,and the extent of issuer regulation. See "Risk Factors".
The registered and principal office of the Corporation is located at 401 Bay
Street,Suite 3200, Toronto, Ontario M5H 2Y4.
The Corporation is permitted to prepare this Prospectus in accordance with
Canadian disclosure requirements, whichare different from those of the United
States. The Corporation prepares its financial statements in accordance with
International Financial Reporting Standards as issued by the International
Accounting Standards Board. They may not be comparable tofinancial statements
of United States companies.
Owning the Securities may subject purchasers to tax consequences both in the
United States andCanada. This Prospectus or any applicable Prospectus
Supplement may not describe these tax consequences fully. Purchasers should
read the tax discussion in any applicable Prospectus Supplement.
A purchaser's ability to enforce civil liabilities under the United States
federal securities laws may be affected adversely because the Corporation
isincorporated in Canada, most of its officers and directors and all of the
experts named in this Prospectus are not residents of the United States, and
all of its assets are located outside of the United States.
Neither the U.S. Securities and Exchange Commission (the "SEC") nor any state
securities regulator has approved or disapproved these securities,
ordetermined if this Prospectus is truthful or complete. Any representation to
the contrary is a criminal offence.
No underwriter has been involved inthe preparation of this Prospectus nor has
any underwriter performed any review of the contents of this Prospectus.
Agent for Service of Process
Ian Ashby, Dr. Ann Masse and Peter O'Hagan, being directors of the
Corporation, reside outside of Canada. Each of Mr. Ashby,Dr. Masse and Mr.
O'Hagan has appointed the Corporation at 401 Bay Street, Suite 3200, PO Box
153, Toronto, Ontario, M5H 2Y4, as his agent for service of process in Canada.
Purchasers are advised that it may not be possible forinvestors to enforce
judgments obtained in Canada against each of Mr. Ashby, Dr. Masse or Mr.
O'Hagan, even though each of Mr. Ashby, Dr. Masse or Mr. O'Hagan has appointed
an agent for service of process.
Francois J. Sawadogo, Travis J. Manning and R. Breese Burnley being
co-authors
of the technical reportentitled "Technical Report on the Essakane Gold Mine
Carbon-In-Leach
and Heap Leach Feasibility Study, Sahel Region, Burkina Faso (effective
November 6, 2019)and Alain Mouton and Michel Dromacque being
co-authors
of the technical report entitled "Technical Report on the Rosebel Gold Mine,
Suriname" (effective December 31, 2021) reside outside ofCanada. Each of
Messrs. Sawadogo, Manning, Burnley, Mouton and Dromacque has appointed the
Corporation at 401 Bay Street, Suite 3200, PO Box 153, Toronto, Ontario, M5H
2Y4, as his agent for service of process in Canada. Purchasers are advised
thatit may not be possible for investors to enforce judgments obtained in
Canada against Messrs. Sawadogo, Manning, Burnley, Mouton or Dromacque.
-------------------------------------------------------------------------------
Table of Contents
TABLE OF CONTENTS
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS 1
CAUTIONARY NOTE TO U.S. INVESTORS REGARDING MINERAL REPORTING STANDARDS 3
FINANCIAL INFORMATION 3
CURRENCY PRESENTATION AND EXCHANGE RATE INFORMATION 3
DOCUMENTS INCORPORATED BY REFERENCE 4
TECHNICAL AND THIRD-PARTY INFORMATION 6
AVAILABLE INFORMATION 6
THE CORPORATION 6
RECENT DEVELOPMENTS 7
CONSOLIDATED CAPITALIZATION 8
EARNINGS COVERAGE RATIOS 8
USE OF PROCEEDS 8
PLAN OF DISTRIBUTION 9
DESCRIPTION OF SHARE CAPITAL 10
DESCRIPTION OF DEBT SECURITIES 10
DESCRIPTION OF WARRANTS 17
DESCRIPTION OF SUBSCRIPTION RECEIPTS 18
PRIOR SALES 19
TRADING PRICE AND VOLUME 21
INTEREST OF EXPERTS 22
LEGAL MATTERS 22
AUDITORS, TRANSFER AGENT AND REGISTRAR 22
RISK FACTORS 22
OTHER 23
ENFORCEABILITY OF CIVIL LIABILITIES 23
DOCUMENTS FILED AS PART OF THE REGISTRATION STATEMENT 24
-------------------------------------------------------------------------------
Table of Contents
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This Prospectus contains certain information that may constitute "forward-lookin
g information" and "forward-lookingstatements" within the meaning of
applicable Canadian securities laws and the United States
Private Securities Litigation Reform Act of 1995
, respectively. Forward-looking statements are necessarily based on a number
of estimates andassumptions that are inherently subject to significant
business, economic and competitive uncertainties and contingencies. All
statements other than statements which are reporting results as well as
statements of historical fact set forth orincorporated herein by reference are
forward-looking statements that may involve a number of known and unknown
risks, uncertainties and other factors; many of which are beyond the
Corporation's ability to control or predict. Forward-lookingstatements, which
involve assumptions and describe the Corporation's future plans, strategies
and expectations, are generally identifiable by use of the words "may",
"will", "should", "continue","expect", "anticipate", "estimate", "believe",
"intend", "plan", "project", "budget", "forecast", "schedule", "guidance","outlo
ok", "potential", "seek" or "target", or the negative of certain these words
or other variations on these words or comparable terminology. Forward-looking
statements include, without limitation,statements regarding strategic plans,
future production, operating and capital cost estimates and anticipated
financial results; potential mineralization and evaluation and evolution of
mineral reserve and mineral resource estimates, the realizationof such
estimates, and expected mine life; expected exploration budgets, targets
and/or results, future work programs, capital expenditures and objectives,
evolution and economic performance of development projects; construction costs
and siteexpenditures including remaining costs to complete and schedule for
Cote Gold project; the impact of
COVID-19
(and its variants) and the war in Ukraine on the Corporation, including
itsoperations, the project schedule for the Cote Gold project, key inputs,
staffing and contractors; construction and production targets and timetables,
as well as the anticipated timing of grants of permits and governmental
incentives;requirements for additional capital and, more generally, continuous
access to capital markets; mine development activities; the future price of
gold and other commodities; contractual commitments, royalty payments,
litigation matters and measuresfor mitigating financial and operational risks;
anticipated liabilities regarding site closure and employee benefits; cost of
sales and revisions to cost guidance; securing of alternative sources of
consumables; the timing and amount of estimatedfuture production and recovery;
costs of production; depreciation expense; effective tax rates; expected
capital expenditures; operations outlook; expected benefits from operational
improvements and
de-risking
strategies that may enacted by the Corporation; continuous availability of
required manpower; the integration of new technologies at the Corporation's
operations and properties; exploration; impairment assessments and estimates;
saletransactions; foreign exchange rates and currency fluctuations; security
concerns in the jurisdictions in which the Corporation operates; expected
collective bargaining discussions; government regulation of mining operations;
and theCorporation's global outlook and that of each of its operations.
Statements concerning actual mineral reserves and mineral resources estimates
are also deemed to constitute forward looking statements to the extent that
they involve estimates ofthe mineralization that will be encountered if the
relevant project or property is developed and, in the case of mineral
reserves, such statements reflect the conclusion based on certain assumptions
that the mineral deposit can be economicallyexploited. These statements relate
to analysis and other information that are based on forecasts of future
results, estimates of amounts not yet determinable and assumptions of
management. Known and unknown factors could cause actual results todiffer
materially from those projected in the forward looking statements.
There can be no assurance that forward-looking statements willprove to be
accurate and actual results and future events could differ materially from
those anticipated in such statements and as such, undue reliance must not be
placed on them. The Corporation cautions the reader that reliance on
suchforward-looking statements involve risks, uncertainties and other factors
that may cause the actual financial results, performance or achievements of
the Corporation to be materially different from the Corporation's estimated
future results,performance or achievements expressed or implied by those
forward-looking statements. Forward-looking statements are in no way
guarantees of future performance. The following are some, but not all, of the
important factors that could cause actualresults or outcomes to differ
materially from those discussed in the forward-looking statements: hazards
normally encountered in the mining business including unusual or unexpected
geological formations, rock bursts,
cave-ins,
seismic events, floods, the inability to achieve designed processing
1
-------------------------------------------------------------------------------
Table of Contents
plant throughputs or metallurgical recoveries and other conditions; the
Corporation's liquidity and capital resources; risks related to the
construction, development and
start-up
of the Cote Gold project or other projects, and potential further expansion
activities at the Corporation's operating mine sites; delays and repair costs
resulting from equipment failure;changes to and differing interpretations of
mining tax regimes in foreign jurisdictions; the market prices of gold and
other minerals produced or certain other resources and commodities used at the
Corporation's operations and the continuedavailability thereof; past market
events and conditions and the deterioration of general economic indicators,
including inflation; the ability of the Corporation to replace mineral
reserves depleted by production; overestimation/underestimation ofmineral
reserve and mineral resource calculations; the ability of the Corporation to
accurately estimate future cash flows from exploration and development
projects; the Corporation's business strategy; operating or technical
difficulties inconnection with mining or development activities, including
geotechnical difficulties and seismicity; the speculative nature of
exploration and development, including the risks of diminishing quantities or
grades or reserves; the fact that reservesand resources, expected
metallurgical recoveries, capital and operating costs are estimates which may
require revision; the presence of unfavourable content in ore deposits;
inaccuracies in life of mine plans; failure to meet operational targets;equipmen
t malfunctions; illegal mining; fluctuations in exchange rates of currencies,
interest rates or gold lease rates; failure to obtain and renew financing as
and when required to fund operations and project development; adverse changes
to theCorporation's credit rating; defaults under the Corporation's credit
facility or senior unsecured notes or any other current or future debt of the
Corporation including due to a violation of covenants contained therein; risks
related tothe Corporation's ability to settle its hedging arrangements to
minimize its risk to fluctuating fuel prices and changes to the exchange rate
for the Canadian dollar or gold price risk; the potential direct or indirect
operational impacts onthe Corporation and its workforce, the availability of
labour and contractors, key inputs for the Corporation and global supply
chains resulting from infectious diseases or pandemics, such as the
COVID-19
(andits variants) and acts of war, including the war in Ukraine; litigation
and legal and political risks; government actions taken in response to
COVID-19
(and its variants) and other public health emergencies;the volatility of the
Corporations' securities; potential shareholder dilution; failure to obtain
financing to meet capital expenditure plans; risks associated with being a
multinational company; potential activist engagements; increasingcompetition
in the mining sector; the profitability of the Corporation being highly
dependent on the condition and results of the mining industry as a whole, and
the gold mining industry in particular; consolidation in the gold mining
industry;differences between the assumption of fair value estimates with
respect to the carrying amount of mineral interests and actual fair values;
contests over title to properties, particularly title to undeveloped
properties; inherent risks related tothe use of derivative instruments
(including, but not limited to, for hedging purposes to stabilize input
costs); accuracy of mineral reserve and mineral resource estimates;
uncertainties in the validity of mining interests and the ability toacquire
new properties; the ability to recruit and retain skilled and experienced
employees and renew collective labour agreements; employee relations;
availability and increasing costs associated with mining inputs and labour,
various risks andhazards beyond the Corporation's control, many of which are
not economically insurable; lack of infrastructure and other risks related to
the geographical areas in which the Corporation carries out its operations;
unpredictable weather patternsand challenging weather at mine sites; the
relationship with the communities surrounding the Corporation's operations and
projects; indigenous rights or claims; labour disruptions, including those
that may result from negotiations withcollective labour agreements, any such
strike or work stoppage could have a material adverse effect on the
Corporation's earnings and financial condition; disruptions caused by mining
accidents; health risks associated with the mining workforce in West Africa,
Canada and Suriname; mine closure, reclamation and rehabilitation risks,
including costs and liabilities thereof; the lack of availability of insurance
covering all of the risks associated with a mining company'soperations;
disruptions created by surrounding communities; need to comply with the
extensive laws and regulations governing the conduct of the Corporation's
operations and the evolution of such laws and regulations which may have
unknown andnegative impacts on the Corporation; risks normally associated with
any conduct of business in foreign countries (including, but not limited to,
varying degrees of political and economic risk), which may include the
possibility for political unrest,foreign military intervention, acts of war,
terrorism, sabotage, civil disturbances; ability to obtain and renew the
required licenses and permits from various governmental authorities in order
to exploit the Corporation's properties; risksnormally associated with the
conduct of joint ventures; inability to control standards of
non-controlled
assets; risk and unknown costs of litigation; undetected failures in
2
-------------------------------------------------------------------------------
Table of Contents
internal controls over financial reporting; assessment of carrying values for
the Corporations' assets, including the ongoing potential for material
impairment and/or write-downs of suchassets; effectiveness of the
Corporation's ongoing cost containment efforts; dependence on key personnel
and other related matters; and risks related to third-party contractors,
including reduced control over aspects of the Corporations'operations and/or
the failure of contractors to perform.
Although the Corporation has attempted to identify important factors that
couldcause actual results to differ materially from expectations, intentions,
estimates or forecasts, there may be other factors that could cause results to
differ from what is anticipated, estimated or intended. Those factors are
described or referredto below under the heading "Risk Factors" in this
Prospectus, under the heading "Risk Factors" in the Annual Information Form,
and under the heading "Risks and Uncertainties" in the management's discussion
andanalysis of financial position and results of operation of the Corporation
for the six months ended June 30, 2022 and the year ended December 31, 2021,
all of which are incorporated herein by reference and are available on SEDAR
atwww.sedar.com and with the SEC at www.sec.gov. These
on-going
events could impact forward-looking statements contained in this Prospectus
and in the documents incorporated by reference in an unpredictable andpossibly
detrimental manner. Accordingly, readers should not place undue reliance on
forward-looking statements. Forward-looking statements made in a document
incorporated by reference in this Prospectus are made as at the date of the
originaldocument and have not been updated by the Corporation except as
expressly provided for in this Prospectus. Except as required under applicable
securities legislation, the Corporation undertakes no obligation to publicly
update or reviseforward-looking statements, whether as a result of new
information, future events or otherwise.
CAUTIONARYNOTE TO U.S. INVESTORS REGARDING
MINERAL REPORTING STANDARDS
Disclosure regarding the Corporation's mineral properties, including with
respect to mineral reserve and mineral resource estimatesincluded in this
Prospectus and the documents incorporated by reference herein, was prepared in
accordance with Canadian National Instrument
43-101
--
Standards of Disclosure for Mineral Projects
("
NI
43-101
"). NI
43-101
is a rule developed by the Canadian Securities Administrators that establishes
standards for all public disclosure an issuermakes of scientific and technical
information concerning mineral projects. NI
43-101
differs significantly from the disclosure requirements of the SEC generally
applicable to U.S. companies. Accordingly,information contained in this
Prospectus and the documents incorporated by reference herein is not
comparable to similar information made public by U.S. companies reporting
pursuant to SEC disclosure requirements.
FINANCIAL INFORMATION
The financial statements of the Corporation incorporated herein by reference
and in any Prospectus Supplement are reported in United Statesdollars and have
been prepared in accordance with International Financial Reporting Standards
as issued by the International Accounting Standards Board.
CURRENCY PRESENTATION AND EXCHANGE RATE INFORMATION
All dollar amounts in this Prospectus and any Prospectus Supplement are or
will be in United States dollars, unless otherwise indicated. Allreferences to
"C$" are to Canadian dollars.
3
-------------------------------------------------------------------------------
Table of Contents
The following table sets out for each period presented the exchange rates at
the end of theperiod and the average exchange rates during the period
indicated for one U.S. dollar, expressed in Canadian dollars, based on the
daily average exchange rates published by the Bank of Canada.
Year ended Six months ended
December 31, June 30,
2021 2020 2019 2022 2021
End of Period 1.2678 1.2732 1.2988 1.2886 1.2470
Average 1.2535 1.3415 1.3269 1.2715 1.2294
As of August 31, 2022, the daily average exchange rate published by the Bank
of Canada for the purchaseof one U.S. dollar with Canadian dollars was $1.00 =
C$1.3111.
DOCUMENTS INCORPORATED BY REFERENCE
Information has been incorporated by reference in this Prospectus from
documents filed with securities commissions or similar authorities inCanada
and filed with, or furnished to, the SEC. The following documents, filed by
the Corporation with the securities commissions or similar authorities in each
of the provinces and territories of Canada, are specifically incorporated by
referenceinto, and form an integral part of, this Prospectus:
(a) the Annual Information Form dated February 24, 2022 for the year ended December 31, 2021;
(b) the audited consolidated financial statements as at December 31, 2021 and 2020 and the
notes thereto, together with the Reports of Independent Registered Public Accounting Firm;
(c) management's discussion and analysis of financial position and results
of operations of the Corporation for the year ended December 31, 2021;
(d) the unaudited condensed consolidated interim financial statements as at and
for the six months ended June 30, 2022 and 2021 and the notes thereto;
(e) management's discussion and analysis of financial position and results
of operations of the Corporation for the six months ended June 30, 2022;
(f) the management information circular of the Corporation dated April 6, 2022 prepared in connection
with the annual general meeting of shareholders of the Corporation held on May 3, 2022;
(g) material change report of the Corporation dated February 17, 2022 in respect of a collaboration
agreement entered into with RCF Management L.L.C. and Resource Capital Fund VII L.P.;
(h) material change report of the Corporation dated May 11, 2022 in respect of the estimated remaining
costs to complete and estimated schedule concerning the completion of the Cote Gold project; and
(i) the document entitled "Summary Information in Respect of Cote Gold project, Ontario, Canada" dated
September 1, 2022 summarizing the findings of the 2022 Technical Report (as defined herein).
Any document of the type referred to in section 11.1 of Form
44-101F1
of National Instrument
44-101
-
Short Form Prospectus Distributions
filed by the Corporation with the securities commissions or similar regulatory
authorities in Canada after the date of this Prospectus and all ProspectusSupple
ments disclosing additional or updated information filed pursuant to the
requirements of applicable securities legislation in Canada and during the
period that this Prospectus is effective shall be deemed to be incorporated by
reference inthis Prospectus. To the extent that any document or information
incorporated by reference in this Prospectus is included in a report filed
with or furnished to the SEC pursuant to Section 13(a), 13(c) or 15(d) of the
U.S. SecuritiesExchange Act of 1934, as amended (the "
U.S. Exchange
Act
"), such document or information shall also be deemed to be incorporated by
reference as an exhibit to the registration statement of which this Prospectus
forms apart. In addition, if and to the extent expressly indicated therein,
the Corporation may
4
-------------------------------------------------------------------------------
Table of Contents
incorporate by reference in this Prospectus documents that the Corporation
files with or furnishes to the SEC pursuant to Section 13(a), 13(c) or 15(d)
of the U.S. Exchange Act. Thedocuments incorporated or deemed to be
incorporated herein by reference contain meaningful and material information
relating to the Corporation and the readers should review all information
contained in this Prospectus and the documents incorporatedor deemed to be
incorporated herein by reference.
A Prospectus Supplement containing the specific terms of an offering of
Securities andother information relating to the Securities will be deemed to
be incorporated into this Prospectus as of the date of such Prospectus
Supplement only for the purpose of the offering of the Securities covered by
that Prospectus Supplement.
Upon a new annual information form and related annual consolidated financial
statements being filed by the Corporation with the applicablesecurities
commissions or similar regulatory authorities during the duration that this
Prospectus is effective, the previous annual information form, the previous
annual consolidated financial statements and all interim consolidated
financialstatements, and in each case the accompanying management's discussion
and analysis, information circulars (to the extent the disclosure is
inconsistent) and material change reports filed prior to the commencement of
the financial year of theCorporation in which the new annual information form
is filed shall be deemed no longer to be incorporated into this Prospectus for
purposes of future offers and sales of Securities under this Prospectus. Upon
interim consolidated financialstatements and the accompanying management's
discussion and analysis being filed by the Corporation with the applicable
securities regulatory authorities during the duration that this Prospectus is
effective, all interim consolidated financialstatements and the accompanying
management's discussion and analysis filed prior to the new interim
consolidated financial statements shall be deemed no longer to be incorporated
into this Prospectus for purposes of future offers and sales ofSecurities
under this Prospectus. In addition, upon a new management information circular
for the annual meeting of shareholders being filed by the Corporation with the
applicable securities regulatory authorities during the period that
thisProspectus is effective, the previous management information circular
filed in respect of the prior annual meeting of shareholders shall no longer
be deemed to be incorporated into this Prospectus for purposes of future
offers and sales ofSecurities under this Prospectus.
Any statement contained in this Prospectus or in a document incorporated or
deemed to beincorporated herein by reference shall be deemed to be modified or
superseded for the purposes of this Prospectus, to the extent that a statement
contained herein or in any other subsequently filed document which also is or
is deemed to beincorporated herein by reference modifies or supersedes such
statement. Any statement so modified or superseded shall not constitute a part
of this Prospectus, except as so modified or superseded. The modifying or
superseding statement need notstate that it has modified or superseded a prior
statement or include any other information set forth in the document that it
modifies or supersedes. The making of such a modifying or superseding
statement shall not be deemed an admission for anypurposes that the modified
or superseded statement, when made, constituted a misrepresentation, an untrue
statement of a material fact or an omission to state a material fact that is
required to be stated or that is necessary to make a statement notmisleading
in light of the circumstances in which it was made.
Copies of the documents incorporated or deemed to be incorporatedherein by
reference may be obtained on request without charge from the Corporate
Secretary of the Corporation, at 401 Bay Street, Suite 3200, Toronto, Ontario
M5H 2Y4, Telephone (416)
360-4710,
and are alsoavailable electronically at www.sedar.com and www.sec.gov.
The Corporation is not making an offer of the Securities in anyjurisdiction
where the offer is not permitted. It should be assumed that the information
appearing in this Prospectus and the documents incorporated herein by
reference are accurate only as of their respective dates. The business,
financialcondition, results of operations and prospects of the Corporation may
have changed since those dates.
5
-------------------------------------------------------------------------------
Table of Contents
TECHNICAL AND THIRD-PARTY INFORMATION
If, after the date of this Prospectus, the Corporation is required by Section
4.2(1)(j) of NI
43-101
to file a technical report to support scientific or technical information that
relates to a mineral project on a property material to the Corporation and the
exemption under Section 9.2 of NI
43-101
is not available, the Corporation will file such technical report in
accordance with Section 4.2(5)(a)(i) of NI
43-101
as if the words "preliminary short formprospectus" refer to a "shelf
prospectus supplement".
AVAILABLE INFORMATION
The Corporation files reports and other information with the securities
commissions and similar regulatory authorities in each of theprovinces of
Canada. These reports and information are available to the public free of
charge on SEDAR at www.sedar.com.
The Corporationwill file a registration statement on Form
F-10
relating to the Securities with the SEC. This Prospectus, which constitutes a
part of the registration statement, does not contain all of the informationconta
ined in the registration statement, certain items of which are contained in
the exhibits to the registration statement as permitted by the rules and
regulations of the SEC. Statements included in this Prospectus or incorporated
herein byreference about the contents of any contract, agreement or other
documents referred to are not necessarily complete, and in each instance
investors should refer to the exhibits for a more complete description of the
matter involved. Each suchstatement is qualified in its entirety by such
reference.
The Corporation is subject to the information requirements of the U.S.
ExchangeAct, and applicable Canadian securities legislation, and in accordance
therewith, files reports and other information with the SEC and with the
securities regulatory authorities in Canada. Under the multijurisdictional
disclosure system adopted bythe United States and Canada, documents and other
information that the Corporation files with the SEC may be prepared in
accordance with the disclosure requirements of Canada, which are different
from those of the United States. As a foreign privateissuer, the Corporation
is exempt from the rules under the U.S. Exchange Act prescribing the
furnishing and content of proxy statements, and its officers, directors and
principal shareholders are exempt from the reporting and short-swing
profitrecovery provisions contained in Section 16 of the U.S. Exchange Act. In
addition, the Corporation is not required to publish financial statements as
promptly as U.S. companies.
Investors may read and download any document that the Corporation has filed
with the SEC on the SEC's Electronic Data Gathering andRetrieval system at
www.sec.gov.
THE CORPORATION
IAMGOLD is a corporation governed by the
Canada Business Corporations Act
. The registered and principal office of the Corporation islocated at 401 Bay
Street, Suite 3200, Toronto, Ontario, Canada M5H 2Y4. The Corporation's
telephone number is (416)
360-4710
and its website address is www.iamgold.com.
IAMGOLD is a
mid-tier
gold mining company operating in North America, South America and West
Africa.The Corporation has three operating mines: Essakane (Burkina Faso),
Rosebel (Suriname) and Westwood (Canada), and is building the large-scale,
long life Cote Gold project (Canada) which is expected to start production
towards the end of2023. In addition, the Corporation has a robust development
and exploration portfolio within high potential mining districts in the
Americas and West Africa.
The following chart illustrates certain subsidiaries of the Corporation,
together with the jurisdiction of incorporation of each suchsubsidiary and the
percentage of voting securities beneficially owned or over which
6
-------------------------------------------------------------------------------
Table of Contents
control or direction is exercised by the Corporation, and the material mineral
projects of the Corporation held by the Corporation directly or indirectly
through such subsidiaries and thepercentage of ownership interest that the
Corporation or the relevant subsidiary of the Corporation has in such material
mineral projects.
As used in this Prospectus, except as otherwise required by the context,
reference to "IAMGOLD"or the "Corporation" means IAMGOLD Corporation and its
subsidiaries. Further information regarding the business of the Corporation,
its operations and its mineral properties can be found in the Annual
Information Form and other documentsincorporated herein by reference.
RECENT DEVELOPMENTS
On August 12, 2022, the Corporation filed a new technical report for the Cote
Gold project which updated the costs tocomplete the project, project
economics, and life of mine plan. The new technical report is titled
"Technical Report on the Cote Gold Project, Ontario, Canada" dated August 12,
2022 with an effective date of June 30,2022 (the "
2022 Technical Report
") and was prepared by SLR Consulting (Canada) Ltd. in accordance with
National Instrument
43-101
-
Standards of Disclosure for Mineral Projects
. Asummary of the 2022 Technical Report is incorporated by reference in this
Prospectus. Readers are encouraged to read the 2022 Technical Report in its
entirety.
The 2022 Technical Report supersedes the technical report on the Cote Gold
project dated November 26, 2021 (the"
2021 Technical Report
"). Information relating to the property description and location, land
tenure, existing infrastructure, history, geology and mineralization, mineral
resources, mineral reserves, mining method, mineralprocessing, infrastructure,
environmental, permitting and social considerations remains materially similar
to information provided in respect of these elements in the 2021 Technical
Report adjusted, as applicable, to reflect the status of theproject as of May
1, 2022. In addition, current information in respect of the mine plan, capital
and operating costs estimates and economic analysis is presented in the 2022
Technical Report.
7
-------------------------------------------------------------------------------
Table of Contents
The Cote Gold project is being developed with the background of
COVID-19,
inflation and other global events and their impact including on the global
supply chain, labour availability, productivity and rates, costs of materials,
commodities and consumables. The 2022 TechnicalReport and related updates on
the project provided by the Corporation represent the conclusion of the Cote
Gold cost, schedule, execution strategy and risk review initiated in early
2022. The estimated remaining attributable spend tocompletion, excluding
contingencies, resulted from additional costs and schedule impacts and include
estimated impacts and related delays due to
COVID-19,
recent labour action in Ontario, inflation, lower thanexpected productivity in
respect of certain activities, scope creep on process plant and infrastructure,
material/quantity changes in the earthworks due to differing geotechnical
conditions and inefficiencies associated with contractor'soversized equipment
selection, and an increase in indirect costs including as a result of impacts
from increased project costs and schedule extension, increased labour
incentives and wage increases, extension and enlargement of the site
support,owner's team, EPCM and increased site oversight and coordination
requirements and increased operations readiness costs.
In the lastnumber of months, the Cote Gold project has seen significant
changes in leadership and oversight, both at the project level and corporate
level. Since the appointment of a new Executive Project Director at the end of
2021, teams havebeen strengthened while leveraging knowledge, experience, and
team integration between the owners team, EPCM contractor, and the various
other project contractors. The Board retained an independent technical
consultant to assist with its review ofthe results of the project review and
risk analysis. This independent review supported the updated estimates
presented in the 2022 Technical Report. The Corporation cautions that
potential further disruptions, including, without limitation caused by
COVID-19,
the Ukraine war, inflation, other global supply chain disturbances, weather,
labour disputes and the tight labour market could continue to impact the
timing of activities, availability of workforce,productivity and supply chain
and logistics and, consequently, could further impact the timing of actual
commercial production and, consequently, project costs.
CONSOLIDATED CAPITALIZATION
There has been no material change in the share and loan capital of the
Corporation, on a consolidated basis, since the date of the interimunaudited
consolidated financial statements for the
six-month
periods ended June 30, 2022 and 2021, which are incorporated by reference in
this Prospectus.
EARNINGS COVERAGE RATIOS
If the Corporation offers any Debt Securities having a term to maturity in
excess of one year or any First Preference Shares or SecondPreference Shares
under a Prospectus Supplement, the Prospectus Supplement will include earnings
coverage ratios giving effect to the issuance of such Debt Securities, First
Preference Shares or Second Preference Shares, as applicable.
USE OF PROCEEDS
Unless otherwise specified in a Prospectus Supplement, the net proceeds from
the sale of Securities for cash are expected to be used by theCorporation to
fund ongoing operations and capital expenditures, including the construction
and development of the Cote Gold project, reducing its level of outstanding
indebtedness from time to time, other discretionary capitalprograms, and for
general corporate purposes. Each Prospectus Supplement will contain specific
information, if any, concerning the use of proceeds from that sale of
Securities.
All expenses relating to an offering of Securities and any compensation paid
to underwriters, dealers or agents, as the case may be, will bepaid out of the
Corporation's funds, unless otherwise stated in the applicable Prospectus
Supplement.
8
-------------------------------------------------------------------------------
Table of Contents
PLAN OF DISTRIBUTION
The Corporation may sell the Securities, separately or together, to or through
underwriters or dealers purchasing as principals for publicoffering and sale
by them, and also may sell Securities to one or more other purchasers directly
or through agents. Each Prospectus Supplement will set forth the terms of the
offering, including the name or names of any underwriters or agents,
thepurchase price or prices of the Securities and the proceeds to the
Corporation from the sale of the Securities. A Prospectus Supplement may
provide that the Securities sold thereunder will be "flow-through" securities.
In addition,Securities may be offered and issued in consideration for the
acquisition (an "
Acquisition
") of other businesses, assets or securities by the Corporation or a
subsidiary of the Corporation. The consideration for any such Acquisitionmay
consist of any of the Securities separately, a combination of Securities or
any combination of, among other things, Securities, cash and assumption of
liabilities.
The Securities may be sold from time to time in one or more transactions at a
fixed price or prices which may be changed or at market pricesprevailing at
the time of sale, at prices related to such prevailing market prices or at
negotiated prices, including sales in transactions that are deemed to be
"at-the-market
distributions" as defined in NI
44-102,
including sales made directly on the TSX, NYSE or other existingtrading
markets for the Securities. The prices at which the Securities may be offered
may vary as between purchasers and during the period of distribution. If, in
connection with the offering of Securities at a fixed price or prices,
theunderwriters, dealers or agents have made a
bona fide
effort to sell all of the Securities at the initial offering price fixed in
the applicable Prospectus Supplement, the public offering price may be
decreased and thereafter further changed,from time to time, to an amount not
greater than the initial public offering price fixed in such Prospectus
Supplement, in which case the compensation realized by the underwriters,
dealers or agents will be decreased by the amount that the aggregateprice paid
by purchasers for the Securities is less than the gross proceeds paid by the
underwriters, dealers or agents to the Corporation.
Underwriters, dealers and agents who participate in the distribution of the
Securities may be entitled under agreements to be entered intowith the
Corporation to indemnification by the Corporation against certain liabilities,
including liabilities under the United States
Securities Act of 1933
, as amended, and Canadian securities legislation, or to contribution with
respect topayments which such underwriters, dealers or agents may be required
to make in respect thereof. Such underwriters, dealers and agents may be
customers of, engage in transactions with, or perform services for, the
Corporation in the ordinary courseof business.
In connection with any offering of Securities, except as otherwise set out in
a Prospectus Supplement relating to aparticular offering of Securities or
other than an
"at-the-market
distribution", the underwriters, dealers or agents may over-allot or effect
transactionsintended to maintain or stabilize the market price of the
Securities offered at a level above that which might otherwise prevail in the
open market. Such transactions, if commenced, may be discontinued at any time.
No underwriter, dealer or agentinvolved in an
"at-the-market
distribution", as defined under applicable Canadian securities legislation, no
affiliate of such an underwriter, dealer or agentand no person or company
acting jointly or in concert with such an underwriter, dealer or agent will
over-allot Securities in connection with such distribution or effect any other
transactions that are intended to stabilize or maintain the marketprice of the
Securities.
In connection with an Acquisition, Securities may be offered and issued at a
deemed price or deemed pricesdetermined either when the terms of the
Acquisition are tentatively or finally agreed to, when the Acquisition is
completed, when the Corporation issues the Securities or during some other
negotiated period.
9
-------------------------------------------------------------------------------
Table of Contents
DESCRIPTION OF SHARE CAPITAL
The Corporation is authorized to issue an unlimited number of First Preference
Shares, issuable in series, an unlimited number of SecondPreference Shares,
issuable in series, and an unlimited number of Common Shares, of which
478,961,679 Common Shares and no First Preference Shares or Second Preference
Shares were issued and outstanding as at August 31, 2022.
Each Common Share entitles the holder thereof to one vote at all meetings of
shareholders other than meetings at which only holders of anotherclass or
series of shares are entitled to vote. Each Common Share entitles the holder
thereof, subject to the prior rights of the holders of the First Preference
Shares and the Second Preference Shares, to receive any dividends declared by
thedirectors of the Corporation and the remaining property of the Corporation
upon dissolution.
The First Preference Shares are issuable inone or more series. Subject to the
articles of the Corporation, the directors of the Corporation are authorized
to fix, before issue, the designation, rights, privileges, restrictions and
conditions attaching to the First Preference Shares of eachseries. The First
Preference Shares rank prior to the Second Preference Shares and the Common
Shares with respect to the payment of dividends and the return of capital on
liquidation, dissolution or
winding-up
of the Corporation. Except with respect to matters as to which the holders of
First Preference Shares are entitled by law to vote as a class, the holders of
First Preference Shares are not entitled to vote at meetings of shareholders
of theCorporation. The holders of First Preference Shares are not entitled to
vote separately as a class or series or to dissent with respect to any
proposal to amend the articles of the Corporation to create a new class or
series of shares ranking inpriority to or on parity with the First Preference
Shares or any series thereof, to effect an exchange, reclassification or
cancellation of the First Preference Shares or any series thereof or to
increase the maximum number of authorized shares of aclass or series ranking
in priority to or on parity with the First Preference Shares or any series
thereof.
The Second Preference Sharesare issuable in one or more series. Subject to the
articles of the Corporation, the directors of the Corporation are authorized
to fix, before issue, the designation, rights, privileges, restrictions and
conditions attaching to the Second PreferenceShares of each series. The Second
Preference Shares rank junior to the First Preference Shares and prior to the
Common Shares with respect to the payment of dividends and the return of
capital on liquidation, dissolution or
winding-up
of the Corporation. Except with respect to matters as to which the holders of
Second Preference Shares are entitled by law to vote as a class, the holders
of Second Preference Shares are not entitled tovote at meetings of
shareholders of the Corporation. The holders of Second Preference Shares are
not entitled to vote separately as a class or series or to dissent with
respect to any proposal to amend the articles of the Corporation to create a
newclass or series of shares ranking in priority to or on parity with the
Second Preference Shares or any series thereof, to effect an exchange,
reclassification or cancellation of the Second Preference Shares or any series
thereof or to increase themaximum number of authorized shares of a class or
series ranking in priority to or on parity with the Second Preference Shares
or any series thereof.
DESCRIPTION OF DEBT SECURITIES
In this section describing the Debt Securities, the terms "Corporation" and
"IAMGOLD" refer only to IAMGOLD Corporationwithout any of its subsidiaries.
This section describes the general terms that will apply to any Debt
Securities issued pursuant to this Prospectus. The specific terms of the Debt
Securities, and the extent to which the general terms described inthis section
apply to those Debt Securities, will be set forth in the applicable Prospectus
Supplement.
The Debt Securities will beissued in one or more series under an indenture
(the "
Indenture
") to be entered into between IAMGOLD and one or more trustees (the "
Trustee
") that will be named in a Prospectus Supplement for a series of DebtSecurities.
To the extent applicable, the Indenture will be subject to and
10
-------------------------------------------------------------------------------
Table of Contents
governed by the United States
Trust Indenture Act of 1939
, as amended. A copy of the form of the Indenture to be entered into has been
or will be filed with the SEC as an exhibit to theregistration statement of
which this Prospectus forms a part. The description of certain provisions of
the Indenture in this section is not intended to be complete and is qualified
in its entirety by reference to the provisions of any Indenturefiled in
connection with a distribution of Debt Securities.
The Corporation may issue Debt Securities and incur additional indebtednessother
than through the offering of Debt Securities pursuant to this Prospectus.
General
The Indenture does not limit the aggregate principal amount of Debt Securities
which the Corporation may issue under the Indenture and does notlimit the
amount of other indebtedness that the Corporation may incur. The Indenture
provides that the Corporation may issue Debt Securities from time to time in
one or more series which may be denominated and payable in U.S. dollars,
Canadiandollars or any other currency. Unless otherwise indicated in the
applicable Prospectus Supplement, the Indenture permits the Corporation,
without the consent of the holders of any Debt Securities, to increase the
principal amount of any series ofDebt Securities the Corporation has
previously issued under the Indenture and to issue such increased principal
amount.
The applicableProspectus Supplement will set forth the following terms
relating to the Debt Securities offered by such Prospectus Supplement (the "
Offered Securities
"):
. the specific designation of the Offered Securities; any limit on the aggregate principal
amount of the OfferedSecurities; the date or dates, if any, on which the Offered
Securities will mature and the portion (if less than all of the principal amount) of
the Offered Securities to be payable upon declaration of acceleration of maturity;
. the rate or rates (whether fixed or variable) at which the Offered Securities
will bear interest, if any, thedate or dates from which any such interest will
accrue and on which any such interest will be payable and the record dates for
any interest payable on the Offered Securities that are in registered form;
. the terms and conditions under which the Corporation may be obligated to redeem, repay or
purchase the OfferedSecurities pursuant to any sinking fund or analogous provisions or otherwise;
. the terms and conditions upon which the Corporation may redeem the Offered Securities, in whole or in part, atits option;
. the covenants applicable to the Offered Securities;
. the terms and conditions for any conversion or exchange of the Offered Securities for any other securities;
. whether the Offered Securities will be issuable in registered form or
bearer form or both, and, if issuable inbearer form, the restrictions as
to the offer, sale and delivery of the Offered Securities which are in
bearer form and as to exchanges between registered form and bearer form;
. whether the Offered Securities will be issuable in the form of registered global securities ("
GlobalSecurities
"), and, if so, the identity of the depositary for such registered Global Securities;
. the denominations in which registered Offered Securities will be issuable, if other than denominations of $2,000and integral
multiples of $1,000 and the denominations in which bearer Offered Securities will be issuable, if other than $5,000;
. each office or agency where payments on the Offered Securities will
be made (if other than the offices oragencies described under the
heading "Payment" below) and each office or agency where the Offered
Securities may be presented for registration of transfer or exchange;
11
-------------------------------------------------------------------------------
Table of Contents
. if other than U.S. dollars, the currency in which the Offered Securities are denominated
or the currency in whichthe Corporation will make payments on the Offered Securities;
. any index, formula or other method used to determine the amount of payments of
principal of (and premium, if any)or interest, if any, on the Offered Securities; and
. any other terms of the Offered Securities which apply solely to the Offered Securities, or terms described
hereinas generally applicable to the Debt Securities which are not to apply to the Offered Securities.
Unless otherwiseindicated in the applicable Prospectus Supplement:
. holders may not tender Debt Securities to the Corporation for repurchase; and
. the rate or rates of interest on the Debt Securities will not increase if the Corporation becomes
involved in ahighly leveraged transaction or the Corporation is acquired by another entity.
The Corporation may issue DebtSecurities under the Indenture bearing no
interest or interest at a rate below the prevailing market rate at the time of
issuance and, in such circumstances, the Corporation may offer and sell those
Debt Securities at a discount below their statedprincipal amount. The
Corporation will describe in the applicable Prospectus Supplement any Canadian
and U.S. federal income tax consequences and other special considerations
applicable to any discounted Debt Securities or other Debt Securitiesoffered
and sold at par which are treated as having been issued at a discount for
Canadian and/or U.S. federal income tax purposes.
Unless otherwise indicated in the applicable Prospectus Supplement, any Debt
Securities issued by the Corporation will be direct,unconditional and
unsecured obligations of the Corporation and will rank equally among
themselves and with all of the Corporation's other unsecured, unsubordinated
obligations, except to the extent prescribed by law. Debt Securities issued
bythe Corporation will be structurally subordinated to all existing and future
liabilities, including trade payables and other indebtedness, of the
Corporation's subsidiaries. The Corporation will agree to provide to the
Trustee (i) annualreports containing audited financial statements, and (ii)
quarterly reports for the first three quarters of each fiscal year containing
unaudited financial information.
Form, Denomination, Exchange and Transfer
Unless otherwise indicated in the applicable Prospectus Supplement, the
Corporation will issue Debt Securities only in fully registered formwithout
coupons, and in denominations of $2,000 and integral multiples of $1,000. Debt
Securities may be presented for exchange and registered Debt Securities may be
presented for registration of transfer in the manner to be set forth in
theIndenture and in the applicable Prospectus Supplement, without service
charges. The Corporation may, however, require payment sufficient to cover any
taxes or other governmental charges due in connection with the exchange or
transfer. TheCorporation will appoint the Trustee as security registrar.
Bearer Debt Securities and the coupons applicable to bearer Debt Securities
thereto will be transferable by delivery.
Payment
Unless otherwise indicated inthe applicable Prospectus Supplement, the
Corporation will make payments on registered Debt Securities (other than
Global Securities (as defined below)) at the office or agency of the Trustee,
except that the Corporation may choose to pay interest(a) by check mailed to
the address of the person entitled to such payment as specified in the
security register, or (b) by wire transfer to an account maintained by the
person entitled to such payment as specified in the security register.Unless
otherwise indicated in the applicable Prospectus Supplement, the Corporation
will pay any interest due on registered Debt Securities to the persons in
whose name such registered Securities are registered on the day or days
specified in theapplicable Prospectus Supplement.
12
-------------------------------------------------------------------------------
Table of Contents
Registered Global Securities
Unless otherwise indicated in the applicable Prospectus Supplement, Registered
Debt Securities of a series will be issued in global form (a"
Global Security
") that will be deposited with, or on behalf of, a depositary (the "
Depositary
") identified in the Prospectus Supplement. Global Securities will be
registered in the name of the Depositary, and theDebt Securities included in
the Global Securities may not be transferred to the name of any other direct
holder unless the special circumstances described below occur. Any person
wishing to own Debt Securities issued in the form of Global Securitiesmust do
so indirectly by virtue of an account with a broker, bank or other financial
institution that, in turn, has an account with the Depositary.
Special Investor Considerations for Global Securities
The Corporation's obligations under the Indenture, as well as the obligations
of the Trustee and those of any third parties employed bythe Corporation or
the Trustee, run only to persons who are registered as holders of Debt
Securities. For example, once the Corporation makes payment to the registered
holder, the Corporation has no further responsibility for the payment even
ifthat holder is legally required to pass the payment along to an investor but
does not do so. As an indirect holder, an investor's rights relating to a
Global Security will be governed by the account rules of the investor's
financialinstitution and of the Depositary, as well as general laws relating
to debt securities transfers.
An investor should be aware that whenDebt Securities are issued in the form of
Global Securities:
. the investor cannot have Debt Securities registered in his or her own name;
. the investor cannot receive physical certificates for his or her interest in the Debt Securities;
. the investor must look to his or her own bank, brokerage firm or other financial institution for payments
on theDebt Securities and protection of his or her legal rights relating to the Debt Securities;
. the investor may not be able to sell interests in the Debt Securities to some insurance companies and
otherinstitutions that are required by law to hold the physical certificates of Debt Securities that they own;
. the Depositary's policies will govern payments, transfers, exchange and other matters relating to
theinvestor's interest in the Global Security; the Corporation and the Trustee will have no responsibility
for any aspect of the Depositary's actions or for its records of ownership interests in the Global
Security; the Corporation and theTrustee also do not supervise the Depositary in any way; and
. the Depositary will usually require that interests in a Global Security be purchased or sold within its systemusing
same-day
funds.
Special Situations When Global Security Will be Terminated
In a few special situations described below, a Global Security will terminate
and interests in it will be exchanged for physical certificatesrepresenting
Debt Securities. After that exchange, an investor may choose whether to hold
Debt Securities directly or indirectly through an account at its bank,
brokerage firm or other financial institution. Investors must consult their
own banks,brokers or other financial institutions to find out how to have
their interests in Debt Securities transferred into their own names, so that
they will be registered holders of the Debt Securities represented by each
Global Security.
The special situations for termination of a Global Security are:
. when the Depositary notifies the Corporation that it is unwilling, unable or no longer
qualified to continue asDepositary (unless a replacement Depositary is named); and
. when and if the Corporation decides to terminate a Global Security.
13
-------------------------------------------------------------------------------
Table of Contents
The Prospectus Supplement may list situations for terminating a Global
Security that wouldapply only to the particular series of Debt Securities
covered by the Prospectus Supplement. When a Global Security terminates, the
Depositary (and not the Corporation or the Trustee) will be responsible for
deciding the names of the institutionsthat will be the initial direct holders.
Events of Default
Unless otherwise indicated in the applicable Prospectus Supplement, the term
"Event of Default" with respect to Debt Securities ofany series means any of
the following:
(a) default in the payment of the principal of (or any premium on) any Debt Security of that series at itsmaturity;
(b) default in the payment of any interest on any Debt Security of that series when it
becomes due and payable, andcontinuance of such default for a period of 30 days;
(c) default in the deposit of any sinking fund payment, when the same become due by the terms of the DebtSecurities of that series;
(d) default in the performance, or breach, of any other covenant or
agreement of the Corporation in the Indenturein respect of the Debt
Securities of that series (other than a covenant or agreement for
which default or breach is specifically dealt with elsewhere
in the Indenture), where such default or breach continues for a
period of 90 days after writtennotice thereof to the Corporation
by the Trustee or the holders of at least 25 per cent in principal
amount of all outstanding Debt Securities affected thereby;
(e) certain events of bankruptcy, insolvency or reorganization; or
(f) any other event of default provided with respect to the Debt Securities of that series.
If an Event of Default occurs and is continuing with respect to Debt
Securities of any series, then the Trustee or the holders of not lessthan 25
per cent in principal amount of the outstanding Debt Securities of that series
may require the all or a portion of the outstanding Debt Securities of that
series and any accrued but unpaid interest on such Debt Securities be
paidimmediately. However, at any time after a declaration of acceleration with
respect to Debt Securities of any series or all series affected (or of all
series, as the case may be) has been made and before a judgment or decree for
payment of the moneydue has been obtained, the holders of a majority in
principal amount of the outstanding Debt Securities of such series or of all
series affected (or of all series, as the case may be), by written notice to
the Corporation and the Trustee, may, undercertain circumstances, rescind and
annul such acceleration. The applicable Prospectus Supplement will contain
provisions relating to acceleration of the maturity of a portion of the
principal amount of any applicable Debt Securities upon theoccurrence of any
Event of Default and the continuation thereof.
Other than its duties in the case of an Event of Default, the Trusteewill not
be obligated to exercise any of its rights and powers under the Indenture at
the request or direction of any of the holders, unless the holders have
offered to the Trustee reasonable indemnity. If the holders provide reasonable
indemnity,the holders of a majority in principal amount of the outstanding
Debt Securities of all series affected by an Event of Default may, subject to
certain limitations, direct the time, method and place of conducting any
proceeding for any remedyavailable to the Trustee, or exercising any trust or
power conferred on the Trustee, with respect to the Debt Securities of all
series affected by such Event of Default.
No holder of a Debt Security of any series will have any right to institute
any proceedings, unless:
. such holder has previously given to the Trustee written notice of a continuing
Event of Default with respect tothe Debt Securities of that series;
. the holders of at least 25 per cent in principal amount of the
outstanding Debt Securities of all seriesaffected by such Event of
Default have made written request and have offered reasonable indemnity
to the Trustee to institute such proceedings as trustee; and
14
-------------------------------------------------------------------------------
Table of Contents
. the Trustee has failed to institute such proceeding, and has not received from
the holders of a majority in theaggregate principal amount of outstanding Debt
Securities of all series affected by such Event of Default a direction inconsistent
with such request, within 60 days after such notice, request and offer.
However, these limitations do not apply to a suit instituted by the holder of
a Debt Security for the enforcement of payment of principal ofor interest on
such Debt Security on or after the applicable due date of such payment.
The Corporation will be required to furnish to theTrustee annually an
officer's certificate as to the performance of certain of its obligations
under the Indenture and as to any default in such performance.
Defeasance
In this section, the term"defeasance" means discharge from some or all of the
Corporation's obligations under the Indenture with respect to Debt Securities
of a particular series. Unless otherwise stated in the applicable Prospectus
Supplement, if theCorporation deposits with the Trustee sufficient cash or
government securities to pay the principal, interest, any premium and any
other sums due to the stated maturity or a redemption date of the Debt
Securities of a particular series, then at itsoption:
. the Corporation will be discharged from its obligations with respect to the Debt Securities of such series withcertain
exceptions, and the holders of the Debt Securities of the affected series will not be entitled to the benefits of the Indenture
except for registration of transfer and exchange of Debt Securities and replacement of lost, stolen or mutilatedDebt
Securities and certain other limited rights. Such holders may look only to such deposited funds or obligations for payment; or
. the Corporation will no longer be under any obligation to comply with certain covenants
under the Indenture, andcertain Events of Default will no longer apply to it.
Unless otherwise stated in the applicable Prospectus Supplement,to exercise
defeasance the Corporation also must deliver to the Trustee:
. an opinion of U.S. counsel to the effect that the deposit and related defeasance would not cause the holders ofthe
Debt Securities of the applicable series to recognize income, gain or loss for U.S. federal income tax purposes
and that holders of the Debt Securities of that series will be subject to U.S. federal income tax on the same
amounts, in the samemanner and at the same times as would have been the case if such defeasance had not occurred; and
. an opinion of Canadian counsel or a ruling from Canada Revenue Agency that there would be no such recognition
ofincome, gain or loss for Canadian federal or provincial income tax purposes and that holders of the Debt
Securities of that series will be subject to Canadian federal and provincial income tax on the same amounts,
in the same manner and at the sametimes as would have been the case if such defeasance had not occurred.
In addition, no Event of Default with respect tothe Debt Securities of the
applicable series can have occurred and the Corporation cannot be an insolvent
person under the
Bankruptcy and Insolvency Act
(Canada). In order for U.S. counsel to deliver the opinion that would allow
theCorporation to be discharged from all of its obligations under the Debt
Securities of any series, the Corporation must have received from, or there
must have been published by, the Internal Revenue Service a ruling, or there
must have been a changein law so that the deposit and defeasance would not
cause holders of the Debt Securities of such series to recognize income, gain
or loss for U.S. federal income tax purposes and so that such holders would be
subject to U.S. federal income tax onthe same amounts, in the same manner and
at the same times as would have been the case if such defeasance had not
occurred.
15
-------------------------------------------------------------------------------
Table of Contents
Modifications and Waivers
The Corporation may modify or amend the Indenture with the consent of the
holders of a majority in aggregate principal amount of theoutstanding Debt
Securities of all series affected by such modification or amendment; provided,
however, unless otherwise stated in the applicable Prospectus Supplement, that
the Corporation will be required to receive consent from the holder ofeach
outstanding Debt Security of such affected series to:
. change the stated maturity of the principal of, or interest on, such outstanding Debt Security;
. reduce the principal amount of or interest on such outstanding Debt Security;
. reduce the amount of the principal payable upon the acceleration
of the maturity of an outstanding Original IssueDiscount Security;
. change the place or currency of payments on such outstanding Debt Security;
. reduce the percentage in principal amount of outstanding Debt
Securities of such series, from which the consentof holders is
required to modify or amend the Indenture or waive compliance with
certain provisions of the Indenture or waive certain defaults; or
. modify any provisions of the Indenture relating to modifying or amending the
Indenture or waiving past defaultsor covenants except as otherwise specified.
The holders of a majority in principal amount of Debt Securities of anyseries
or of the affected series may waive the Corporation's compliance with certain
restrictive provisions of the Indenture with respect to such series. The
holders of a majority in principal amount of outstanding Debt Securities of
all serieswith respect to which an Event of Default has occurred may waive any
past default under the Indenture, except a default in the payment of the
principal of or interest on any Debt Security or in respect of any item listed
above.
The Indenture or the Debt Securities may be amended or supplemented, without
the consent of any holder of such Debt Securities, in order to,among other
things, cure any ambiguity or inconsistency, comply with applicable law or to
make any change, in any case, that does not have a materially adverse effect
on the rights of any holder of such Debt Securities.
Consent to Jurisdiction and Service
Under the Indenture, the Corporation will irrevocably appoint an authorized
agent upon which process may be served in any suit, action orproceeding
arising out of or relating to the Securities or the Indenture that may be
instituted in any United States federal or New York state court located in The
City of New York, and will submit to such
non-exclusive
jurisdiction.
Governing Law
Unless otherwise stated in the applicable Prospectus Supplement, the Indenture
and the Debt Securities will be governed by and construed inaccordance with
the laws of the State of New York.
Enforceability of Judgments
Since all of the assets of the Corporation are outside the United States, any
judgment obtained in the United States against the Corporationwould need to be
satisfied by seeking enforcement of such judgment in a court located outside
of the United States from the Corporation's assets. The Corporation has been
advised by its Canadian counsel, Fasken Martineau DuMoulin LLP, thatthere is
doubt as to the enforceability in Canada by a court in original actions, or in
actions to enforce judgments of United States courts, of civil liabilities
predicated upon United States federal securities laws.
16
-------------------------------------------------------------------------------
Table of Contents
The Trustee
The Trustee under the Indenture or its affiliates may provide banking and
other services to the Corporation in the ordinary course of theirbusiness.
The Indenture will contain certain limitations on the rights of the Trustee,
as long as it or any of its affiliates remains theCorporation's creditor, to
obtain payment of claims in certain cases or to realize on certain property
received on any claim as security or otherwise. The Trustee and its affiliates
will be permitted to engage in other transactions with theCorporation. If the
Trustee or any affiliate acquires any conflicting interest and a default
occurs with respect to the Debt Securities, the Trustee must eliminate the
conflict or resign.
DESCRIPTION OF WARRANTS
The Corporation may issue Warrants to purchase Common Shares, First Preference
Shares, Second Preference Shares or Debt Securities. Thissection describes the
general terms that will apply to any Warrants issued pursuant to this
Prospectus.
Warrants may be offeredseparately or together with other Securities and may be
attached to or separate from any other Securities. Unless the applicable
Prospectus Supplement otherwise indicates, each series of Warrants will be
issued under a separate warrant indenture tobe entered into between the
Corporation and one or more banks or trust companies acting as Warrant agent.
The Warrant agent will act solely as the agent of the Corporation and will not
assume a relationship of agency with any holders of Warrantcertificates or
beneficial owners of Warrants. The applicable Prospectus Supplement will
include details of the warrant indentures, if any, governing the Warrants
being offered. The specific terms of the Warrants, and the extent to which the
generalterms described in this section apply to those Warrants, will be set
out in the applicable Prospectus Supplement. A copy of the warrant indenture
relating to an offering of Warrants will be filed by the Corporation with
securities regulatoryauthorities in Canada and the United States after it has
been entered into by the Corporation.
The Prospectus Supplement relating to anyWarrants the Corporation offers will
describe the Warrants and the specific terms relating to the offering. The
description will include, where applicable:
. the designation and aggregate number of Warrants;
. the price at which the Warrants will be offered;
. the currency or currencies in which the Warrants will be offered;
. the date on which the right to exercise the Warrants will commence and the date on which the right will expire;
. the designation, number and terms of the Common Shares, First
Preference Shares, Second Preference Shares or DebtSecurities, as
applicable, that may be purchased upon exercise of the Warrants, and
the procedures that will result in the adjustment of those numbers;
. the exercise price of the Warrants;
. the designation and terms of the Securities, if any, with which the Warrants will
be offered, and the number ofWarrants that will be offered with each Security;
. if the Warrants are issued as a unit with another Security, the date, if any, on and
after which the Warrants andthe other Security will be separately transferable;
. any minimum or maximum amount of Warrants that may be exercised at any one time;
. any terms, procedures and limitations relating to the transferability, exchange or exercise of the Warrants;
17
-------------------------------------------------------------------------------
Table of Contents
. whether the Warrants will be subject to redemption or call and, if so, the terms of such redemption or callprovisions;
. material United States and Canadian federal income tax consequences of owning the Warrants; and
. any other material terms or conditions of the Warrants.
Warrant certificates will be exchangeable for new Warrant certificates of
different denominations at the office indicated in the ProspectusSupplement.
Prior to the exercise of their Warrants, holders of Warrants will not have any
of the rights of holders of the securities subject to the Warrants. The
Corporation may amend the warrant indenture(s) and the Warrants, without the
consentof the holders of the Warrants, to cure any ambiguity, to cure, correct
or supplement any defective or inconsistent provision or in any other manner
that will not prejudice the rights of the holders of outstanding Warrants, as
a group.
DESCRIPTION OF SUBSCRIPTION RECEIPTS
The Corporation may issue Subscription Receipts, separately or together, with
Common Shares, First Preference Shares, Second PreferenceShares, Debt
Securities or Warrants, as the case may be. The Subscription Receipts will be
issued under a subscription receipt agreement. This section describes the
general terms that will apply to any Subscription Receipts that may be offered
bythe Corporation pursuant to this Prospectus.
The applicable Prospectus Supplement will include details of the subscription
receiptagreement covering the Subscription Receipts being offered. A copy of
the subscription receipt agreement relating to an offering of Subscription
Receipts will be filed by the Corporation with securities regulatory
authorities in Canada and theUnited States after it has been entered into by
the Corporation. The specific terms of the Subscription Receipts, and the
extent to which the general terms described in this section apply to those
Subscription Receipts, will be set forth in theapplicable Prospectus
Supplement. This description will include, where applicable:
. the number of Subscription Receipts;
. the price at which the Subscription Receipts will be offered and whether the price is payable in instalments;
. conditions to the exchange of Subscription Receipts into Common Shares, First Preference Shares, SecondPreference
Shares, Debt Securities or Warrants, as the case may be, and the consequences of such conditions not being satisfied;
. the procedures for the exchange of the Subscription Receipts into Common Shares,
First Preference Shares, SecondPreference Shares, Debt Securities or Warrants;
. the number of Common Shares, First Preference Shares, Second Preference Shares
or Warrants that may be exchangedupon exercise of each Subscription Receipt;
. the aggregate principal amount, currency or currencies, denominations and terms of the
series of Debt Securitiesthat may be exchanged upon exercise of the Subscription Receipts;
. the designation and terms of any other Securities with which the Subscription Receipts will be
offered, if any,and the number of subscription receipts that will be offered with each Security;
. the dates or periods during which the Subscription Receipts may be exchanged into Common
Shares, First PreferenceShares, Second Preference Shares, Debt Securities or Warrants;
. terms applicable to the gross or net proceeds from the sale of the Subscription Receipts plus any interest earnedthereon;
. material United States and Canadian federal income tax consequences of owning the Subscription Receipts;
18
-------------------------------------------------------------------------------
Table of Contents
. any other rights, privileges, restrictions and conditions attaching to the Subscription Receipts; and
. any other material terms and conditions of the Subscription Receipts.
Subscription Receipt certificates will be exchangeable for new Subscription
Receipt certificates of different denominations at the officeindicated in the
Prospectus Supplement. Prior to the exchange of their Subscription Receipts,
holders of Subscription Receipts will not have any of the rights of holders of
the securities subject to the Subscription Receipts.
Under the subscription receipt agreement, a Canadian purchaser of Subscription
Receipts will have a contractual right of rescission followingthe issuance of
Common Shares, First Preference Shares, Second Preference Shares, Debt
Securities or Warrants, as the case may be, to such purchaser, entitling the
purchaser to receive the amount paid for the Subscription Receipts upon
surrender ofthe Common Shares, First Preference Shares, Second Preference
Shares, Debt Securities or Warrants, as the case may be, if this Prospectus,
the applicable Prospectus Supplement, and any amendment thereto, contains a
misrepresentation, provided suchremedy for rescission is exercised within 180
days of the date the Subscription Receipts are issued. This right of
rescission does not extend to holders of Subscription Receipts who acquire
such Subscription Receipts from an initial purchaser, onthe open market or
otherwise, or to initial purchasers who acquire Subscription Receipts in the
United States.
PRIOR SALES
During the 12 month period before the date of this Prospectus, the Corporation
has issued Common Shares and securities convertible into CommonShares as
follows:
Date of Price per Number of
Issue/Grant Security (C$) Securities
Common Shares
June 17, 2021 3.26 18,000
(1)
June 17, 2021 2.83 14,000
(1)
August 18, 2021 6.24 181,250
(2)
September 7, 2021 2.93 67,568
(3)
September 9, 2021 4.99 10,020
(2)
September 21, 2021 2.84 6,631
(4)
October 1, 2021 2.85 6,063
(4)
November 12, 2021 2.83 30,000
(1)
November 16, 2021 2.83 10,000
(1)
November 17, 2021 2.83 10,000
(1)
December 2, 2021 2.83 10,000
(1)
December 20, 2021 2.83 10,000
(1)
December 21, 2021 2.83 10,000
(1)
December 22, 2021 3.93 100,000
(3)
December 29, 2021 2.83 30,000
(1)
January 1, 2022 3.94 50,437
(4)
February 8, 2022 5.19 11,830
(5)
February 8, 2022 7.33 8,286
(5)
February 8, 2022 5.01 5,106
(5)
February 8, 2022 4.67 10,258
(5)
February 8, 2022 3.68 10,036
(5)
February 13, 2022 3.68 13,221
(4)
February 22, 2022 3.26 10,000
(1)
February 25, 2022 5.19 14,257
(5)
February 25, 2022 7.33 9,986
(5)
19
-------------------------------------------------------------------------------
Table of Contents
Date of Price per Number of
Issue/Grant Security (C$) Securities
February 25, 2022 5.01 15,385
(5)
February 25, 2022 4.67 15,453
(5)
February 25, 2022 3.94 5,984
(5)
February 25, 2022 3.68 15,118
(5)
March 2, 2022 4.73 1,292,864
(2)
March 2, 2022 2.83 22,000
(1)
March 3, 2022 2.83 5,600
(1)
March 3, 2022 5.01 8,461
(5)
March 3, 2022 4.67 8,499
(5)
March 3, 2022 3.94 3,291
(5)
March 3, 2022 6.24 2,187
(5)
March 3, 2022 3.68 8,314
(5)
March 4, 2022 3.26 10,000
(1)
March 7, 2022 2.83 55,000
(1)
March 8, 2022 3.26 30,000
(1)
March 8, 2022 2.83 42,000
(1)
March 9, 2022 3.26 39,000
(1)
March 10, 2022 2.83 110,000
(1)
March 11, 2022 4.31 2,543
(3)
March 11, 2022 4.73 12,498
(2)
March 14, 2022 3.26 60,000
(1)
March 15, 2022 4.03 10,000
(3)
March 15, 2022 4.03 1,740,085
(3)
March 15, 2022 4.03 429,000
(6)
March 16, 2022 4.73 25,577
(2)
March 17, 2022 2.83 7,000
(1)
March 23, 2022 3.99 6,000
(1)
March 23, 2022 3.26 10,800
(1)
March 28, 2022 3.99 4,931
(1)
April 4, 2022 3.99 2,512
(1)
May 19, 2022 5.19 14,257
(5)
May 19, 2022 7.33 9,986
(5)
May 19, 2022 5.01 15,385
(5)
May 19, 2022 4.67 15,453
(5)
May 19, 2022 3.94 5,984
(5)
May 19, 2022 3.68 15,118
(5)
August 18, 2022 3.62 16,667
(3)
August 18, 2022 3.62 123,812
(4)
September 7, 2021 2.93 36,922
(7)
December 22, 2021 3.93 200,000
(7)
March 15, 2022 4.03 753,067
(7)
Notes:
(1) Common Shares issued upon exercise of previously granted awards of Common Share purchase options (each, an"
Option
") pursuant to the Corporation's share incentive plan (the "
SIP
").
(2) Common Shares issued in satisfaction of previously granted awards of restricted share units (each, an"
RSU
") pursuant to the SIP.
(3) Issuance of RSUs pursuant to the SIP.
(4) Issuance of deferred share units (each, a "
DSU
") pursuant to the SIP.
(5) Common Shares issued in satisfaction of previously granted awards of DSUs pursuant to the SIP.
(6) Issuance of performance share units (each, a "
PSU
") pursuant to the SIP.
(7) Issuance of Options pursuant to the SIP.
20
-------------------------------------------------------------------------------
Table of Contents
TRADING PRICE AND VOLUME
The principal market on which the Common Shares trade is the TSX. The Common
Shares also trade on the NYSE.
The following tables set forth the reported high and low closing prices and
the aggregate volume of trading of the Common Shares on the TSXand the NYSE
for the periods indicated during the 12 month period before the date of this
Prospectus:
TSX
Month High (C$) Low (C$) Volume
July 2021 3.730 3.130 19,511,979
August 2021 3.470 2.830 21,359,865
September 2021 3.060 2.750 30,529,198
October 2021 3.710 2.850 26,341,859
November 2021 4.280 3.460 30,893,804
December 2021 4.050 3.600 22,372,477
January 2022 3.880 3.100 25,156,721
February 2022 4.120 3.180 28,215,982
March 2022 4.430 4.020 32,251,923
April 2022 4.690 3.570 23,196,789
May 2022 3.620 2.660 39,726,901
June 2022 3.020 2.070 21,484,671
July 2022 2.140 1.750 23,679,316
August 2022 2.140 2.070 2,640,187
The closing price of the Common Shares on the TSX on August 31, 2022 was C$1.57.
NYSE
Month High ($) Low ($) Volume
July 2021 3.01 2.47 98,393,549
August 2021 2.77 2.19 81,515,338
September 2021 2.43 2.16 150,903,245
October 2021 3.02 2.26 168,032,322
November 2021 3.43 2.78 177,792,983
December 2021 3.15 2.81 157,968,770
January 2022 3.06 2.42 115,572,834
February 2022 3.24 2.52 144,938,599
March 2022 3.50 3.15 179,510,749
April 2022 3.71 2.80 142,889,548
May 2022 2.79 2.05 257,842,572
June 2022 2.40 1.61 183,086,384
July 2022 1.66 1.36 119,380,796
August 2022 1.67 1.58 19,529,039
The closing price of the Common Shares on the NYSE on August 31, 2022 was $1.19.
21
-------------------------------------------------------------------------------
Table of Contents
INTEREST OF EXPERTS
The 2022 Technical Report was prepared in accordance with NI 43-101 by: Jason
J. Cox, P.Eng. (Technical Director -Mining Advisory Canada,SLR Consulting
(Canada) Ltd.), Tudorel Ciuculescu, M.Sc., P.Geo. (Consultant Geologist, SLR
Consulting (Canada) Ltd.), Stephan Theben, Dipl.-Ing., SME (RM) (Mining Sector
Lead, SLR Consulting (Canada) Ltd), Adam L. Coulson, Ph.D., P.Eng.
(SeniorAssociate, Wood Canada Limited), Bijal Shah, M.A.Sc., P.Eng. (Senior
Engineer, Wood Canada Limited), Mickey M. Davachi, Ph.D., P.Eng., D.GE, FASCE
(Principal Geotechnical Engineer, Wood Canada Limited), Paul M. O'Hara, P.Eng.
(Process Manager,Wood Canada Limited), Raymond J. Turenne, P.Eng. (Technical
Director, Electrical and Controls, Americas, Wood Canada Limited), Sheila E.
Daniel, M.Sc., P.Geo. (Principal Geoscientist, Wood Canada Limited), Deena
Nada, P.Eng (Project EngineeringManager, Wood Canada Limited), Marie-France
Bugnon, M.Sc., P.Geo (General Manager Exploration, IAMGOLD Corporation) and
Alan R. Smith, M.Sc., P.Geo. (District Manager, Exploration, IAMGOLD
Corporation). Certain technical information relating to theCote Gold project
contained in or incorporated by reference in this Prospectus was derived from
the 2022 Technical Report.
Theaforementioned firms or persons each held less than one per cent of the
outstanding securities of the Corporation, or of any associate or affiliate of
the Corporation, when they prepared the 2022 Technical Report, or following
the preparation of the2022 Technical Report, and either did not receive any or
received less than a one per cent direct or indirect interest in any
securities of the Corporation, or of any associate or affiliate of the
Corporation, in connection with the preparation ofthe 2022 Technical Report
None of the aforementioned firms or persons, nor any directors, officers or
employees of such firms, arecurrently, or are expected to be elected,
appointed or employed as, a director, officer or employee of the Corporation,
or of any associate or affiliate of the Corporation, other than Marie-France
Bugnon and Alan R. Smith, who are employees of theCorporation or an affiliate
of the Corporation.
LEGAL MATTERS
Certain legal matters relating to the offering of Securities hereunder will be
passed upon on behalf of the Corporation by Fasken MartineauDuMoulin LLP with
respect to Canadian legal matters and by Paul, Weiss, Rifkind, Wharton &
Garrison LLP with respect to U.S. legal matters. At the date hereof, the
partners and associates of Fasken Martineau DuMoulin LLP, as a group
eachbeneficially own, directly or indirectly, less than one per cent of any
outstanding securities of the Corporation or any associate or affiliate of the
Corporation.
AUDITORS, TRANSFER AGENT AND REGISTRAR
The auditors of the Corporation are KPMG LLP, Chartered Professional
Accountants, through its offices at 333 Bay Street, Suite 4600, Toronto,Ontario
M5H 2S5. KPMG LLP has confirmed that they are independent with respect to the
Corporation within the meaning of the relevant rules and related interpretations
prescribed by the relevant professional bodies in Canada and any
applicablelegislation or regulation, and that they are independent accountants
with respect to the Corporation under all relevant U.S. professional and
regulatory standards.
The transfer agent and registrar for the Common Shares is Computershare Trust
Company of Canada through its offices at 100 University Avenue,Toronto,
Ontario M5J 2Y1.
RISK FACTORS
Before making an investment decision, prospective purchasers of Securities
should carefully consider the information described in thisProspectus and the
documents incorporated by reference herein, including the applicable
Prospectus Supplement. There are certain risks inherent in an investment in
the Securities, including
22
-------------------------------------------------------------------------------
Table of Contents
the factors described under the heading "Risk Factors" in the Annual
Information Form, and the factors described under the heading "Risks and
Uncertainties" in themanagement's discussion and analysis of financial
position and results of operation of the Corporation for the six months ended
June 30, 2022 and the year ended December 31, 2021, and any other risk factors
described herein or in adocument incorporated by reference herein, which
investors should carefully consider before investing. Additional risk factors
relating to a specific offering of Securities will be described in the
applicable Prospectus Supplement. Some of thefactors described herein, in the
documents incorporated by reference herein, and/or the applicable Prospectus
Supplement are interrelated and, consequently, investors should treat such
risk factors as a whole. If any of the risk factors describedherein, in the
Annual Information Form, in another document incorporated by reference herein
or in the applicable Prospectus Supplement occur, it could have a material
adverse effect on the business, financial condition and results of operations
ofthe Corporation. Additional risks and uncertainties of which the Corporation
currently is unaware or that are unknown or that it currently deems to be
immaterial could have a material adverse effect on the Corporation's business,
financialcondition and results of operation. The Corporation cannot assure
purchasers that it will successfully address any or all of these risks. There
is no assurance that any risk management steps taken will avoid future loss
due to the occurrence of therisks described herein, in the Annual Information
Form, in the other documents incorporated by reference herein or in the
applicable Prospectus Supplement or other unforeseen risks.
OTHER
Ms. Maryse Belanger, Chair of the Board and Interim President and Chief
Executive Officer of the Corporation, was a director of MirabelaNickel Limited
("Mirabela"), an Australian Stock Exchange ("ASX") listed company, until July
2016.
In September 2015the directors of Mirabela made the decision to put the
company into Voluntary Administration as it became apparent that the company
was unable to continue as a going concern. Additional third-party financing
was unable to be secured because of thedecline in global nickel prices. This
made it economically impossible for the company to continue trading on the ASX.
Ms. MaryseBelanger, Chair of the Board and Interim President and Chief
Executive Officer of the Corporation, served as a director of Plateau Energy
Metals Inc. ("Plateau"), a TSX Venture Exchange-listed company, until May 11,
2021, the date on whichall of the issued and outstanding shares of Plateau
were acquired by American Lithium Corp. by way of a court-approved plan of
arrangement. On March 15, 2021, Plateau announced that it was the subject of
an investigation by the Ontario SecuritiesCommission (the "OSC"). On May 3,
2021, the OSC filed a Statement of Allegations against Plateau, its former CEO
and its CFO alleging, among other things, that Plateau had made certain
misleading statements in its public disclosure. OnJune 1, 2022, the OSC
imposed a cease trade order on Plateau as result of its failure to file
certain continuous disclosure documents. Such cease-trade order remains in
effect as of the date of this Prospectus.
ENFORCEABILITY OF CIVIL LIABILITIES
The Corporation is a corporation existing under the
Canada Business Corporations Act
. Many of the Corporation's directors andofficers, and all of the experts
named in this Prospectus, are residents of Canada or other
non-U.S.
jurisdictions, and all or a substantial portion of their assets, and a
substantial portion of theCorporation's assets, are located outside the United
States. The Corporation has appointed an agent for service of process in the
United States (as set in this prospectus), but it may be difficult for holders
of Securities who reside in theUnited States to effect service within the
United States upon the Corporation or those directors, officers and experts
who are not residents of the United States. The Corporation has been advised
by its Canadian counsel, Fasken Martineau DuMoulinLLP, that there is doubt as
to the enforceability in Canada by a court in original actions, or in actions
to enforce judgments of United States courts, of civil liabilities predicated
upon United States federal securities laws.
23
-------------------------------------------------------------------------------
Table of Contents
The Corporation will file with the SEC, concurrently with its registration
statement on Form
F-10
of which this Prospectus is a part, an appointment of agent for service of
process on Form
F-X.
Under the Form
F-X,
theCorporation appointed Corporation Service Company, 80 State Street, Albany,
New York, 12207-2543 as its agent for service of process in the United States
in connection with any investigation or administrative proceeding conducted by
the SEC, and anycivil suit or action brought against or involving the
Corporation in a United States court arising out of or related to or
concerning the offering of the Securities under this Prospectus.
DOCUMENTS FILED AS PART OF THE REGISTRATION STATEMENT
The following documents have been or will be filed with the SEC as part of the
registration statement of which this Prospectus forms a part:the documents set
out under the heading "Documents Incorporated by Reference"; the consents of
auditors, counsel and engineers; the powers of attorney from the directors and
certain officers of the Corporation; and the form of debtindenture. A copy of
the form of warrant indenture, subscription receipt agreement or statement of
eligibility of trustee on Form
T-1,
as applicable, will be filed by post-effective amendment or byincorporation by
reference to documents filed or furnished with the SEC under the U.S. Exchange
Act.
24
-------------------------------------------------------------------------------
Table of Contents
-------------------------------------------------------------------------------
Table of Contents
Schedule II A
(Please see attached.)
-------------------------------------------------------------------------------
Table of Contents
May 21, 2024
IAMGOLD CORPORATION
BOUGHT DEAL TREASURY OFFERING OF COMMON SHARES
A final base shelf prospectuscontaining important information relating to the
securities described in this document has been filed with the securities
regulatory authorities in each of the provinces and territories of Canada. The
final base shelf prospectus, any applicableshelf prospectus supplement and any
amendment to the documents are accessible through SEDAR+. Copies of the
document may be obtained from National Bank Financial Inc. by phone at
(416)-869-8414
or email at
NBF-Syndication@bnc.ca,
BMO Nesbitt Burns Inc., Brampton Distribution Centre C/O The Data Group
ofCompanies by phone at
905-791-3151
Ext 4312 or by email at torbramwarehouse@datagroup.ca; or from RBC Dominion
Securities Inc., by phone at
416-842-5349
or by email at distribution.rbcds@rbccm.com. This document does not provide
full disclosure of all material facts relating to the securities offered.
Investorsshould read the final base shelf prospectus, any amendment and any
applicable shelf prospectus supplement for disclosure of those facts,
especially risk factors relating to the securities offered, before making an
investment decision.
The issuer has filed a registration statement (including a prospectus) with
the United States Securities and Exchange Commission("SEC") for the offering
to which this communication relates. Before you invest, you should read the
prospectus, as supplemented, in that registration statement and other
documents the issuer has filed with the SEC for more completeinformation about
the issuer and this offering. You may get these documents for free by visiting
EDGAR on the SEC website at www.sec.gov. Alternatively, the issuer, any
underwriter or any dealer participating in the offering will arrange to send
youthe prospectus, as supplemented, if you request it by contacting National
Bank of Canada Financial Inc. by phone at
(416)-869-8414
or email at
NBF-Syndication@bnc.ca,
BMO Capital Markets Corp., by phone at (800)
414-3627
or by email at bmoprospectus@bmo.com, or from RBC Capital Markets, LLC, by
phone at
877-822-4089
or by email at equityprospectus@rbccm.com.
Issuer: IAMGOLD Corporation ("IAMGOLD"
or the "Corporation").
Offering: Treasury offering of 72,000,000 common
shares ("Common Shares") (82,800,000 Common
Shares if the Over-Allotment Option (as
defined below) is exercised in full).
Issue Price: US$4.17 per Common Share.
Gross Proceeds: US$300,240,000 (US$345,276,000 if the
Over-Allotment Option is exercised in full).
Over-Allotment Option: The Corporation has granted the underwriters an option, which may be
exercised in whole or in part at the Co-Bookrunners' (as defined below)
sole discretion on behalf of the underwriters at any time within the 30
daysfollowing the Closing Date, to purchase at the Issue Price up to an
additional 10,800,000 Common Shares (representing 15% of the Common Shares
issued pursuant to the Offering prior to the exercise of the Over-Allotment
Option) to coverover-allotments, if any. If the Over-Allotment Option
is exercised in full, total gross proceeds will be US$345,276,000.
Use of Proceeds: The Corporation intends to use the
net proceeds of the Offering,
including the proceeds from the
Over-Allotment Option should
it be exercised, towards its
repurchase of a 9.7% interest
in the Cote Gold Project
fromSumitomo Metal Mining Co. Ltd.
Form of Offering: Public offering, eligible for sale in all provinces and
territories of Canada, other than the Province of Quebec
and Nunavut, pursuant to a prospectus supplement to the
short form base shelf prospectus of the Corporationdated
September 1, 2022, into the United States under a
registration statement filed under the multi-jurisdictional
disclosure system, and in such other jurisdictions as the
Co-Bookrunners may agree on a private placement basis.
Form of Underwriting: Bought deal, subject to the
entering into an underwriting
agreement containing "Disaster
Out", "Regulatory Out", "Cease
Trade Out" and "Material Adverse
Change Out" clauses running
untilthe Closing Date, and other
industry standard provisions.
Listing: Application will be made to list the Common Shares
on the Toronto Stock Exchange and the New York Stock
Exchange. Listing will be subject to fulfilling all the
listing requirements of the Toronto Stock Exchange and
New York StockExchange, respectively. The Corporation's
existing common shares are currently listed on the
Toronto Stock Exchange under the symbol "IMG" and on
the New York Stock Exchange under the symbol "IAG".
Eligibility: Eligible under the usual
statutes and for RRSPs,
RRIFs, RESPs, RDSPs,
DPSPs, TFSAs, and FHSAs.
Co-Bookrunners: National Bank Financial Markets, BMO
Capital Markets and RBC Capital Markets.
Commission: 4.0% of the gross proceeds of the Offering,
including the Over-Allotment
Option, if exercised.
Closing Date: On or about May 24, 2024
(the "Closing Date").
-------------------------------------------------------------------------------
Table of Contents
SCHEDULE III
Press release dated May 21, 2024, substantially in the form of Schedule
III-A
-------------------------------------------------------------------------------
Table of Contents
TSX: IMGNYSE: IAG NEWS RELEASE
IAMGOLD ANNOUNCES US$300 MILLION BOUGHT DEAL FINANCING
BASE SHELF PROSPECTUS IS ACCESSIBLE, AND PROSPECTUS SUPPLEMENT WILL BE
ACCESSIBLE ON SEDAR+ WITHIN TWO BUSINESS DAYS
Toronto, Ontario, May
21, 2024 - IAMGOLD Corporation
("
IAMGOLD
" or the"
Company
") today announced that it has entered into an agreement with a syndicate of
underwriters led by National Bank Financial Markets, BMO Capital Markets and
RBC Capital Markets pursuant to which they have agreed to purchase, ona bought
deal basis, 72,000,000 common shares of the Company at a price of US$4.17 per
common share (the "
Offering Price
"), for aggregate gross proceeds to the Company of approximately US$300
million (the"
Offering
"). The underwriters will also have the option, exercisable in whole or in
part, at any time up to 30 days following the closing of the Offering, to
purchase up to an additional 10,800,000 common shares at the OfferingPrice to
cover over-allotments, if any. In the event that the option is exercised in
its entirety, the aggregate gross proceeds of the Offering to the Company will
be approximately US$345 million.
Use of Proceeds
IAMGOLD intends to usethe net proceeds of the Offering, including the net
proceeds from the Over-Allotment Option should it be exercised, towards the
repurchase of the 9.7% interest ("Transferred Interest") in the Cote Gold Mine
from Sumitomo MetalMining Co. Ltd. ("Sumitomo"), in order to return to its
full 70% interest in the Cote Gold Mine. The net proceeds of the Offering are
to be deposited in an interest-bearing account or used to repay drawn amounts
under itscredit facility, in accordance with good cash management practices,
until the completion of the aforementioned repurchase which is expected to be
completed prior to the end of the calendar year.
Based on the current
ramp-up
schedule of the Cote Gold Mine as well as prevailing marketconditions which
could impact the amount of required expenditures during the
ramp-up
of Cote Gold and operating cash flows from the Company's existing operations,
the Company believes thatthe net proceeds of the Offering, combined with cash
and cash equivalents at March 31, 2024, expected cash flows from operations,
the expected proceeds from the sale of the remaining Bambouk assets and the
available liquidity provided by theundrawn amounts under the credit facility,
will be sufficient to fund the repurchase of the Transferred Interest.
The repurchase willincrease the Company's exposure to the Cote Gold Mine and
result in additional economic benefits and cashflows and remove associated
costs of holding the option to repurchase the 9.7% interest.
Background on Cote Joint Venture & Sumitomo Repurchase Agreement
The Cote Gold Mine is being operated through a joint venture (the "Cote Gold
UJV" or "UJV")between IAMGOLD, as the operator, and Sumitomo. The UJV is
governed by the Cote Gold Joint Venture Agreement.
IAMGOLD'sparticipation is 60.3% in the UJV and has an option to repurchase a
9.7% interest from Sumitomo as part of the JV Funding and Amending Agreement
(the "JV Funding Agreement") announced on December 19, 2022. Under the terms
of the JVFunding Agreement the Company has the right to repurchase its 9.7%
interest ("Transferred Interest") in the Cote Gold Mine from Sumitomo on May 31
st
and November 30
th
of every year from November 30, 2023 up to and including November 30, 2026.
The JV Funding Agreement also provides that until the earlier of the Company
repurchasing the Transferred Interest and November 30, 2026,the Company will
pay a repurchase option fee to Sumitomo equal to the three-month Secured
Overnight Financing Rate ("SOFR") plus 4% on the contributions made by
Sumitomo due to the Transferred Interest.
-------------------------------------------------------------------------------
Table of Contents
The purchase price for this repurchase is equal to the initial funding
ofUS$250 million contributed by Sumitomo for the Transferred Interest, plus
the incremental contributions made, less incremental gold production received,
by Sumitomo due to its increased ownership up to achieving commercial
production, plus anyaccrued and unpaid amounts for the option fee payable
thereon.
In its financial statements, the Company recognizes a financial liabilityfor
the Cote Gold Repurchase Option equal to the current repurchase price
(including the accrued and unpaid amount for the option fee). As at March 31,
2024, this financial liability was US $366.8 million.
Transaction Details
The Offering will bemade in all provinces and territories of Canada (other
than Quebec and Nunavut) by way of a final prospectus supplement to the
Company's existing base shelf prospectus dated September 1, 2022 (the "
Base ShelfProspectus
")
to be filed on or about May 22, 2024 (the "
Prospectus Supplement
") with the securities regulatory authorities in each of the provinces and
territories in Canada. The Offering will be made in theUnited States pursuant
to a preliminary prospectus supplement and a final prospectus supplement
(together, the "U.S. Prospectus Supplements"), filed as part of an effective
registration statement on Form
F-10
(the "
Registration Statement
"), filed with the U.S. Securities and Exchange Commission ("
SEC
") under the Canada/U.S. multi-jurisdictional disclosure system.
The Offering is scheduled to close on or about May 24, 2024, and is subject to
certain conditions including, but not limited to, thereceipt of all necessary
approvals including the approval of the Toronto Stock Exchange and the New
York Stock Exchange.
The Company hasfiled the Registration Statement (including the Base Shelf
Prospectus) with the SEC for the Offering to which this communication relates.
The Company has filed the Base Shelf Prospectus with each of the securities
regulatory authorities in each ofthe provinces and territories in Canada.
Before you invest, you should read the Registration Statement, the Base Shelf
Prospectus, the U.S. Prospectus Supplements, the Prospectus Supplement and the
documents incorporated by reference therein andother documents the Company has
filed with the SEC and with the Canadian securities regulators, as applicable,
for more complete information about the Company and the Offering. You may get
documents filed with the SEC for free on the SEC'sElectronic Data Gathering,
Analysis and Retrieval system at www.sec.gov. Access to the Base Shelf
Prospectus, the Prospectus Supplement and any amendments to such documents are
provided in accordance with securities legislation relating toprocedures for
providing access to a base shelf prospectus, a shelf prospectus supplement and
any amendment to such documents. The Base Shelf Prospectus is, and the
Prospectus Supplement will be (within two business days from the date
hereof),accessible on SEDAR+ at www.sedarplus.com or www.sedarplus.ca. An
electronic or paper copy of the Registration Statement, the Base Shelf
Prospectus, the U.S. Prospectus Supplements, the Prospectus Supplement, and
any amendment to such documents maybe obtained, without charge, in Canada,
from National Bank Financial Inc., by phone at (416)
869-8414
or by
e-mail
at
NBF-Syndication@bnc.ca;
BMO Nesbitt Burns Inc., Brampton Distribution Centre C/O The Data Group of
Companies by phone at
905-791-3151
Ext 4312 or by email at torbramwarehouse@datagroup.ca; and from RBC Dominion
Securities Inc., by phone at
416-842-5349
or by email at Distribution.RBCDS@rbccm.com by providing the contact with an
email address or address, as applicable, and in the United States, from
National Bank of Canada Financial Inc., 65 E.55th St., 8th Floor, New York,
New York 10022; by phone at (416)
869-8414
or by
e-mail
at
NBF-Syndication@bnc.ca;
BMO CapitalMarkets Corp., Attention: Equity Syndicate Department, 151 W 42nd
Street, 32nd Floor, New York, New York 10036, by phone at (800)
414-3627
or by email at bmoprospectus@bmo.com; and from RBC Capital Markets,LLC, 200
Vesey Street, 8th Floor, New York, NY 10281-8098; Attention: Equity Syndicate;
by phone at
877-822-4089
or by email at equityprospectus@rbccm.com by providingthe contact with an
email address or address, as applicable.
This news release shall not constitute an offer to sell or the solicitationof
an offer to buy nor shall there be any sale of the common shares in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of that
jurisdiction.
-------------------------------------------------------------------------------
Table of Contents
CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION
This news release contains forward-looking statements. All statements, other
than of historical fact, that address activities, events ordevelopments that
the Company believes, expects or anticipates will or may occur in the future
(including, without limitation, statements with respect to the timing of the
completion and size of the Offering and the use of the proceeds of
theOffering) are forward-looking statements. Forward-looking statements are
generally identifiable by use of the words "may", "will", "should", "would",
"could", "continue","expect", "budget", "aim", "can", "focus", "forecast",
"anticipate", "estimate", "believe", "intend", "plan", "schedule","guidance",
"outlook", "potential", "seek", "targets", "cover", "strategy", "during",
"ongoing", "subject to", "future","objectives", "opportunities", "committed",
"prospective", or "project" or the negative of these words or other variations
on these words or comparable terminology. The Company cautions the readerthat
forward-looking statements are necessarily based upon a number of estimates
and assumptions that, while considered reasonable by management, are
inherently subject to significant business, financial, operational and other
risks, uncertainties,contingencies and other factors, including those
described below, which could cause actual results, performance or achievements
of the Company to be materially different from results, performance or
achievements expressed or implied by suchforward-looking statements and, as
such, undue reliance must not be placed on them. Forward-looking statements
are also based on numerous material factors and assumptions, including with
respect to: the Company's present and future businessstrategies; operations
performance within expected ranges; anticipated future production and cash
flows; the Company's ability to repurchase the Transferred Interest on its
expected terms or at all; local and global economic conditions and
theenvironment in which the Company will operate in the future; the price of
precious metals, other minerals and key commodities; projected mineral grades;
international exchanges rates; anticipated capital and operating costs; the
availability andtiming of required governmental and other approvals for the
construction of the Company's projects.
Forward-looking statements aresubject to a number of risks and uncertainties,
many of which are beyond the Company's ability to control or predict, that may
cause the actual results of the Company to differ materially from those
discussed in the forward-looking statements.Factors that could cause actual
results or events to differ materially from current expectations include,
among other things, without limitation, failure to meet expected, estimated or
planned gold production, unexpected increases in
all-in
sustaining costs or other costs, unexpected increases in capital expenditures
and exploration expenditures, variation in the mineral content within the
material identified as Mineral Resources and MineralReserves from that
predicted, changes in development or mining plans due to changes in
logistical, technical or other factors, the possibility that future
exploration results will not be consistent with the Company's expectations,
changes inthe Company's relationship with Sumitomo, instability in financial
markets, currency exchange risk, changes in world gold markets, cybersecurity
risks, and other risks disclosed in IAMGOLD's most recent Form
40-F
and Annual Information Form and in IAMGOLD's management's discussion and
analysis of financial position and results of operations for the first quarter
ended March 31, 2024 on file with theSEC and Canadian securities regulatory
authorities. Any forward-looking statement speaks only as of the date on which
it is made and, except as may be required by applicable securities laws, the
Company disclaims any intent or obligation to updateany forward-looking
statement.
About IAMGOLD
IAMGOLD is an intermediate gold producer and developer based in Canada with
operating mines in North America and West Africa. The Company hascommenced
production at the large-scale, long life Cote Gold Mine. In addition, the
Company has an established portfolio of early stage and advanced exploration
projects within high potential mining districts.
IAMGOLD is committed to maintaining its culture of accountable mining through
high standards of Environmental, Social and Governancepractices. IAMGOLD is
listed on the New York Stock Exchange (NYSE: IAG) and the Toronto Stock
Exchange (TSX: IMG).
-------------------------------------------------------------------------------
Table of Contents
IAMGOLD Contact Information
Graeme Jennings, Vice President, Investor Relations
Tel: 416 3604743 | Mobile: 416 388 6883
info@iamgold.com
-------------------------------------------------------------------------------
Table of Contents
SCHEDULE IV
Form of
Lock-Up
Letter
-------------------------------------------------------------------------------
Table of Contents
Form of
Lock-up
Letter
May ___, 2024
National BankFinancial Inc.
BMO Nesbitt Burns Inc.
RBC Dominion Securities Inc.
CIBC World Markets Inc.
ScotiaCapital Inc.
TD Securities Inc.
Canaccord Genuity Corp.
CormarkSecurities Inc.
c/o National Bank Financial Inc.
The Exchange Tower
130 KingStreet W., 8
th
Floor
Toronto, ON M5X 1J9
Dear Sirs/Mesdames:
In connection with the Underwriting Agreement dated May 22, 2024 (the
``Underwriting Agreement") enteredinto among you and IAMGOLD Corporation (the
"Corporation"), pursuant to which the Corporation has agreed, subject to the
terms thereof, to sell to you an aggregate of common shares of the
Corporation, the undersigned hereby agreesnot to sell, or agree to sell (or
announce any intention to do so), or otherwise transfer or dispose of any of
the economic consequences of ownership of, any of the undersigned's common
shares of the Corporation or securities exchangeable orconvertible into common
shares of the Corporation for a period of 90 days from the Closing Date (as
such term is defined in the Underwriting Agreement) without the prior written
consent of each of National Bank Financial Inc., BMO Nesbitt BurnsInc., and
RBC Dominion Securities Inc., which consent will not be unreasonably withheld;
provided that nothing herein shall prevent or restrict the undersigned from
transferring or disposing of common shares of the Corporation or securities or
otherfinancial instruments convertible into or having the right to acquire
common shares of the Corporation to (i) a registered charity or foundation
with a charitable purpose, (ii) to the spouse, domestic partner, parent,
sibling, child orgrandchild (each, an "immediate family member") of the
undersigned or to a trust formed for the benefit of the undersigned or of an
immediate family member of the undersigned, (iii) as a bona fide gift or by
will or intestacy or othertestamentary document or applicable laws of descent;
provided that each transferee in the case of each of clauses (i), (ii) and
(iii) shall sign and deliver a
lock-up
agreement substantially in the formof this letter agreement prior to or upon
such transfer, (iv) in connection with the payment of withholding taxes due in
connection with the vesting, exercise or settlement of options, warrants,
restricted stock awards, restricted stock unitsor other share-based awards,
(v) by operation of law, including pursuant to a qualified domestic order or
in connection with a divorce settlement, (vi) pursuant to a bona fide third
party tender offer, take-over bid, insider bid, issuerbid, merger,
arrangement, amalgamation, business combination, consolidation or other
similar transaction, or (vii) to the Corporation.
-------------------------------------------------------------------------------
Table of Contents
This Agreement shall be governed by, and construed in accordance with, thelaws
of the Province of Ontario and the federal laws of Canada applicable therein
and may be executed by facsimile or .pdf signature and as so executed shall
constitute an original.
Very truly yours,
Name:
Title:
Exhibit 99.2
May 22, 2024
TO:IAMGOLD Corporation
Re: ProspectusSupplement of IAMGOLD Corporation
We refer to the prospectus supplement of IAMGOLD Corporation (the "
Corporation
") dated May 22,2024 (the "
Prospectus Supplement
") relating to the offering by the Corporation of common shares of the
Corporation under a short form base shelf prospectus dated September 1, 2022,
forming part of the Registration Statement onForm
F-10
filed by the Corporation with the U.S. Securities and Exchange Commission.
We hereby consent to thereference to our firm name in the Introduction section
of the Prospectus Supplement and under the headings "Legal Matters" and
"Enforceability of Civil Liabilities" in the Prospectus Supplement. We also
hereby consent to thereference to our firm name and to the use of our opinions
under the heading "Certain Canadian Federal Income Tax Considerations" in the
Prospectus Supplement.
In giving this consent, we do not acknowledge that we come within the category
of persons whose consent is required by the U.S. Securities Act of 1933,
asamended, or the rules and regulations thereunder.
Yours truly,
/s/ Fasken Martineau DuMoulin LLP
{graphic omitted}
{graphic omitted}
{graphic omitted}
{graphic omitted}
{graphic omitted}
{graphic omitted}
{graphic omitted}
{graphic omitted}