Copper Mountain Mining Receives Bondholder Approval for the Sale of the Eva Copper Project and the Australian Exploration Tenements and Announces Bond Buyback Offer

28 Nov 2022 14:00 CET

Vancouver, British Columbia – November 28, 2022 – Copper Mountain Mining
Corporation (TSX: CMMC | ASX: C6C) (the “Company” or “Copper Mountain”) is
pleased to announce that it has received bondholder approval (“Bondholder
Approval”) under its US$250 million senior secured bonds (the “Bonds”) for the
previously announced sale of its wholly-owned Eva Copper Project and its
2,100km2 exploration land package in Queensland, Australia (the “Transaction”)
to Harmony Gold Mining Company Limited (JSE: HAR) (NYSE: HMY) (“Harmony”). See
Copper Mountain’s press release dated October 6, 2022 (“Copper Mountain Mining
Announces Agreement to Sell the Eva Copper Project and the Australian
Exploration Tenements for Total Consideration of up to US$230 Million”) for
additional details regarding the Transaction.

The receipt of Bondholder Approval is a condition to the closing of the
Transaction. The closing of the Transaction remains subject to certain customary
conditions, including Harmony obtaining written correspondence from the Foreign
Investment Review Board (FIRB) in Australia that the Australian Government has
no objections under the Foreign Acquisitions and Takeovers Act 1975. The
Transaction is expected to close no later than the first quarter of 2023.

Summary of Bond Buyback Offer
In connection with obtaining the Bondholder Approval, the Company has agreed,
within 30 days after completion of the Transaction, to:
• Pay a one-time amendment fee of 0.25% of the nominal amount of the outstanding
Bonds, on a pro rata basis, to the bondholders; and
• Make an offer to buyback Bonds for an aggregate minimum principal amount of
US$87,000,000 (the “Buyback Offer”) at an offered price of 103.00 per cent of
the nominal amount of the Bonds (plus accrued interest on the repurchased
amount).

The Buyback Offer will be funded by a portion of the aggregate net cash proceeds
CMMC expects to receive from the gross US$170,000,000 cash consideration payable
by Harmony on completion of the Transaction. The Company is relying on
anticipated cash flows generated from the Copper Mountain Mine and the net cash
proceeds from the Transaction to meet its future cash commitments.

In addition, 100% of the net cash proceeds from any future contingent
consideration received by the Company from Harmony pursuant to the Transaction
before the maturity date of the Bonds on April 9, 2026 will be applied to
either: (i) make further offers to buyback Bonds at an offered price of 103.00
per cent of the nominal amount of the Bonds (plus accrued interest on the
repurchased amount) if such contingent consideration is received prior to the
applicable interest payment date in April 2024; or (ii) redeem Bonds in
accordance with the call terms of the Bonds if such contingent consideration is
received on or after the applicable interest payment date in April 2024.

About Copper Mountain Mining Corporation
Copper Mountain’s flagship asset is the 75% owned Copper Mountain Mine located
in southern British Columbia near the town of Princeton. The Copper Mountain
Mine currently produces approximately 100 million pounds of copper equivalent
per year, with expected annual average production to increase to approximately
140 million pounds of copper equivalent. Copper Mountain trades on the Toronto
Stock Exchange under the symbol “CMMC” and Australian Stock Exchange under the
symbol “C6C”.

Additional information is available on the Company’s web page at www.CuMtn.com.

On behalf of the Board of
COPPER MOUNTAIN MINING CORPORATION
“Gil Clausen”
Gil Clausen
President and Chief Executive Officer

For further information, please contact:
Tom Halton
Director, Investor Relations and Corporate Communications
Telephone: 604-682-2992
Email: Tom.Halton@CuMtn.com
Website: www.CuMtn.com

Cautionary Note Regarding Forward-Looking Statements
This news release may contain “forward looking information” within the meaning
of Canadian securities legislation and “forward-looking statements” within the
meaning of the United States Private Securities Litigation Reform Act of 1995
(collectively, “forward-looking statements”). These forward-looking statements
are made as of the date of this news release and Copper Mountain does not
intend, and does not assume any obligation, to update these forward-looking
statements, whether as a result of new information, future events or otherwise,
except as required under applicable securities legislation.
All statements, other than statements of historical facts, are forward-looking
statements. Generally, forward-looking statements relate to future events or
future performance and reflect Copper Mountain’s expectations or beliefs
regarding future events.
In certain circumstances, forward-looking statements can be identified, but are
not limited to, statements which use terminology such as “plans”, “expects”,
“estimates”, “intends”, “anticipates”, “believes”, “forecasts”, “guidance”,
scheduled”, “target” or variations of such words, or statements that certain
actions, events or results “may”, “could”, “would”, “might”, “occur” or “be
achieved” or the negative of these terms or comparable terminology. In this news
release, certain forward-looking statements are identified, including
anticipated timing for the closing of the Transaction, expected proceeds from
the Transaction, entitlement to any contingent consideration under the
Transaction, obtaining and satisfying customary conditions (including FIRB
approval) for the closing of the Transaction, completion of the Buyback Offer
and any future buyback or redemption in connection with any contingent
consideration received from Harmony, anticipated production at the Copper
Mountain Mine, and expectations for other economic, business and/or competitive
factors. Forward-looking
statements involve known and unknown risks, uncertainties and other factors that
could cause actual results, performance, achievements and opportunities to
differ materially from those implied by such forward-looking statements. Factors
that could cause actual results to differ materially from these forward-looking
statements include, among others, the parties’ ability to consummate the
Transaction, the ability of the parties to satisfy, in a timely manner, all
conditions to the closing of the Transaction, assumptions concerning the
Transaction and the operations and capital expenditure plans of the Company
following completion of the Transaction, the potential impact of the
announcement of the Buyback Offer or the consummation of the Transaction, the
diversion of management time on the Transaction, the successful exploration of
the Company’s properties in Canada and Australia, market price, continued
availability of capital and financing and general economic, market or business
conditions, the Company’s ability to comply with its financial covenants under
the Bond terms and meet its future cash commitments, extreme weather events,
material and labour shortages, the reliability of the historical data referenced
in this document and risks set out in Copper Mountain’s public documents,
including the management’s discussion and analysis for the quarter ended
September 30, 2022 and the annual information form dated March 29, 2022, each
filed on SEDAR at www.sedar.com. Although Copper Mountain has attempted to
identify important factors that could cause the Company’s actual results,
performance, achievements and opportunities to differ materially from those
described in its forward-looking statements, there may be other factors that
cause the Company’s results, performance, achievements and opportunities not to
be as anticipated, estimated or intended. While the Company believes that the
information and assumptions used in preparing the forward-looking statements are
reasonable, undue reliance should not be placed on these statements, which only
apply as of the date of this news release, and no assurance can be given that
such events will occur in the disclosed time frames or at all. Accordingly,
readers should not place undue reliance on the Company’s forward-looking
statements.

More information:
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576843_News Release #26 Bondholder consent (11 28 2022) (VFINAL).pdf