Copper Mountain Mining Completes Sale of the Eva Copper Project and the Australian Exploration Tenements

19 Dec 2022 14:25 CET

*CORRECTION – This press release corrects and replaces in its entirety the press
release issued on December 15, 2022 (the “Original News Release”). The Company’s
estimated cash and cash equivalents, as at the closing of the Transaction and
after payment of Transaction Fees and completion of the Bond Buyback, has been
corrected and updated to approximately C$98 million (compared to approximately
C$71 million in the Original News Release) to include, in connection with the
Transaction, the repayment of intercompany debt owing to the Company of
approximately US$19.8 million. The Original Press Release has also been updated
to include the total cash received by the Company at closing of the Transaction
of approximately US$149 million. No other changes were made from the Original
Release.

Vancouver, British Columbia – December 19, 2022 – Copper Mountain Mining
Corporation (TSX: CMMC | ASX: C6C) (the “Company” or “Copper Mountain”) is
pleased to announce it has closed the previously announced sale of its
wholly-owned Eva Copper Project and its 2,100km2 exploration land package in
Queensland, Australia for total consideration of up to US$230 million (the
“Transaction”) to Harmony Gold Mining Company Limited (JSE: HAR) (NYSE: HMY)
(“Harmony”).

Under the Transaction agreement, Copper Mountain was entitled to receive gross
upfront cash consideration of US$170,000,000 on closing as well as contingent
consideration comprised of the following:
A. Up to US$30,000,000 in cash, based on a contingent payment arrangement where
Harmony will pay Copper Mountain 10% of the incremental revenue generated from
the Eva Copper Project and the Australian exploration land package above the
revenue assuming a US$3.80/lb copper price; and
B. Up to US$30,000,000 in cash, based on a contingent payment arrangement where
Harmony will pay Copper Mountain US$0.03 per pound of contained copper for any
SAMREC copper resource discovered and declared on a new deposit within the Eva
Copper Project and the Australian exploration land package after the closing of
the Transaction.

Net of withholding taxes and certain purchase price adjustments, the Company
received net proceeds of approximately US$129 million. Applicable capital gains
taxes remain payable. In addition, in connection with the Transaction, the
Company also received approximately US$19.8 million for the repayment of an
intercompany debt owing to the Company. Total cash received was therefore
approximately US$149 million. The cash proceeds will be used to cover
transaction fees, including advisory fees in relation to the Transaction and
bondholder consent process, amendment fees required in connection with such
bondholder consent (collectively, “Transaction Fees”), and to repurchase up to
US$87,000,000 principal amount of the Company’s US$250 million senior secured
bonds (the “Bonds”) at an offer price of 103% of the nominal amount (plus
accrued interest) under the bond buyback offer agreed with bondholders in
consideration for their consent to the Transaction (the terms of which were
previously announced in Copper Mountain’s press release dated November 28, 2022)
(the “Bond Buyback”), and for working capital purposes. The Company is required
to make the Bond Buyback offer within thirty (30) days after completion of the
Transaction.

The net cash proceeds from any future contingent payments received by the
Company from Harmony pursuant to the Transaction before the maturity date of the
Company’s Bonds on April 9, 2026 will be applied to either: (i) make offers to
buyback Bonds at an offered price of 103% 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.

Liquidity and Capital Resources Update

As at the closing of the Transaction and after payment of Transaction Fees and
completion of the Bond Buyback, the Company is estimated to have approximately
C$98 million in cash and cash equivalents, which includes, in connection with
the Transaction, the repayment of an intercompany debt owing to the Company of
approximately US$19.8 million, plus restricted cash of C$7.1 million, as
compared to C$32.4 million as at September 30, 2022, plus C$17.2 million in
restricted cash. The ability of the Company to meet its future cash commitments
and working capital obligations, and to satisfy its Bond covenants, is dependent
upon a number of factors, including the Company’s continued ability to generate
positive cash flow from the Copper Mountain mine. Actual cash flow for the
Copper Mountain mine may vary from projections depending on various assumptions
concerning the operations and capital expenditure plans of the Company following
completion of the Transaction, commodity prices, and general economic, market or
business conditions. If cash flows are insufficient to satisfy the Company’s
cash obligations, Bond covenants and Bond servicing costs going forward, the
Company will pursue other options to meet its future capital needs.

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 on
average per year. 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 the
Company’s potential plans with respect to entitlement to any contingent
consideration under the Transaction, use of net cash proceeds received at
closing of the Transaction, payment of the Bond amendment fee and the completion
of the Bond Buyback and any future buyback or redemption in connection with any
contingent consideration under the Transaction, anticipated working capital
requirements and cash commitments, anticipated production and cash flow 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,
assumptions concerning the Transaction and the operations and capital
expenditure plans of the Company following completion of the Transaction, the
potential impact of the consummation of the Transaction, the potential impact of
the payment of the Bond amendment fee and the completion of the Bond Buyback,
the diversion of management time on the Transaction and the Bond Buyback, the
successful exploration of the Company’s property in Canada, 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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578632_News Release #29 (19 12 2022) Eva Copper - Closing Press Release (Correction) VFINAL.pdf