Volcan Compañía Minera S.A.A. Offer to Purchase for Cash Up to U.S.$100,000,000 Aggregate Principal Amount of its Outstanding 4.375% Senior Notes due 2026 and Consent Solicitation

LIMA, Peru, June 2, 2022 /PRNewswire/ -- Volcan Compañía Minera S.A.A., a publicly held corporation (sociedad anónima abierta) organized under the laws of the Republic of Peru with its principal executive office at Av. Manuel Olguín 373, Santiago de Surco, Lima, Republic of Peru ("Volcan"), hereby announces the commencement of its offer to purchase for cash up to U.S.$100,000,000 aggregate principal amount (subject to increase by Volcan in its sole discretion under the circumstances described in the Statement (as defined below), the "Maximum Tender Amount") of the outstanding notes set forth in the table below (the "Notes"), upon the terms and subject to the conditions described in the offer to purchase and consent solicitation statement dated June 2, 2022 (as it may be amended or supplemented from time to time, the "Statement"). Volcan refers to the offer to purchase the Notes as the "Tender Offer". The purpose of the Tender Offer is to acquire the Notes for liability management purposes. Notes purchased in the Tender Offer will be retired and cancelled.

Concurrently with the Tender Offer, Volcan is soliciting (the "Solicitation") from Holders (as defined below) a consent (the "Consent" or in the plural "Consents") to certain proposed amendments described herein (the "Proposed Amendments") to the indenture governing the Notes (the "Indenture"), in order to conform certain covenants in the Indenture to Volcan's other indebtedness instruments, thereby permitting the spin-off or any distribution of the interest held by Volcan or any of its subsidiaries in Cosco Shipping Ports Chancay Perú S.A. and/or Roquel Global S.A.C. without regard to any limitations to the making of restricted payments set forth therein. See "Proposed Amendments to the Indenture" in the Statement.  Holders may either tender their Notes in the Tender Offer and thereby consent to the Proposed Amendments in the Solicitation or to not tender their Notes in the Tender Offer but deliver their Consent to the Proposed Amendments in the Solicitation.  The Maximum Tender Amount for the Tender Offer shall not apply to the Solicitation.  The Proposed Amendments will not become effective until after Holders of a majority in aggregate principal amount of the outstanding Notes (excluding for such purposes any Notes owned by Volcan, any Subsidiary (as defined in the Indenture), any other obligor under the Notes or any Affiliate (as defined in the Indenture) of Volcan) have delivered Consents to the Proposed Amendments, such Consents have been accepted and, if applicable, Volcan has paid the corresponding consideration to such consenting Holders (the "Participation Condition").  

The following table summarizes the payments Holders are eligible to receive for each U.S.$1,000 principal amount of Notes tendered and Consents delivered:

The Tender Offer and Solicitation will expire at 11:59 p.m., New York City time, on June 30, 2022, or any other date and time to which Volcan extends the Tender Offer and Solicitation (such date and time, as it may be extended, the "Expiration Date"), unless earlier terminated.  Holders must validly tender their Notes and deliver Consents at or prior to 5:00 p.m., New York City time, on June 15, 2022 (such date and time, as it may be extended, the "Early Tender and Consent Time") to be eligible to receive the Total Consideration, which includes the Tender Offer Consideration and the Early Tender Premium (which in turn includes the Consent Payment), plus Accrued Interest (as defined below). If you validly tender your Notes and deliver Consents after the Early Tender and Consent Time but at or prior to the Expiration Date, you will be eligible to receive the Tender Offer Consideration for such Notes plus Accrued Interest. You may not tender Notes pursuant to the Tender Offer without delivering Consents pursuant to the Solicitation, but you may deliver Consents pursuant to the Solicitation without tendering your Notes pursuant to the Tender Offer. If you deliver Consents at or prior to the Early Tender and Consent Time, but elect not to tender your Notes in the Tender Offer, you will be eligible to receive the Consent Payment only. Consents will be validly delivered if submitted after the Early Tender and Consent Time but at or prior to the Expiration Date, but no Consent Payment shall be made in respect thereof. 

The Total Consideration, the Tender Offer Consideration, the Consent Payment and the Accrued Interest will be payable in cash. Tendered Notes may be validly withdrawn from the Tender Offer and Consents may be revoked at or prior to, but not after, 5:00 p.m., New York City time, on June 15, 2022 (such date and time, as it may be extended, the "Withdrawal Deadline"). A valid withdrawal of tendered Notes by any Holder will constitute the concurrent valid revocation of such Holder's related Consent, and a valid revocation of a Consent will constitute the concurrent valid withdrawal of such Holder's related tendered Notes. Notes validly tendered pursuant to the Tender Offer and accepted for purchase will be so accepted subject to the Maximum Tender Amount and may be subject to proration, all as more fully described in the Statement. The Maximum Tender Amount for the Tender Offer shall not apply to the Solicitation.

Subject to the Maximum Tender Amount, Volcan intends to accept for purchase all Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender and Consent Time, and will only prorate such Notes if the aggregate principal amount of Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender and Consent Time exceeds the Maximum Tender Amount. If Notes validly tendered at or prior to the Early Tender and Consent Time are prorated and returned to Holders, those Notes will be deemed to have delivered their Consent, and in turn Holders of such returned Notes will receive only the Consent Payment. If the Tender Offer is not fully subscribed as of the Early Tender and Consent Time, Holders who validly tender Notes after the Early Tender and Consent Time but at or prior to the Expiration Date may be subject to proration among themselves (including the provisions relating to priority in proration described below) if the aggregate principal amount of Notes validly tendered (and not validly withdrawn) at or prior to the Expiration Date exceeds the Maximum Tender Amount. For the avoidance of doubt, if Notes validly tendered after the Early Tender and Consent Time but at or prior to the Expiration Date are prorated and returned to Holders, those returned Notes will not receive the Consent Payment (unless the Early Tender and Consent Time is extended at Volcan's discretion). Subject to the Maximum Tender Amount and proration and subject to the priority in proration described below, all Notes validly tendered at or prior to the Early Tender and Consent Time will be accepted for purchase before any Notes validly tendered after the Early Tender and Consent Time are accepted for purchase.  Furthermore, if the Tender Offer is fully subscribed as of the Early Tender and Consent Time, Holders who validly tender Notes after the Early Tender and Consent Time will not have any of their Notes accepted for purchase, provided that such Notes may be accepted for purchase if Volcan increases the Maximum Tender Amount, which it is entitled to do in its sole discretion.  There can be no assurance that Volcan will increase the Maximum Tender Amount.  See "The Tender Offer and Solicitation—Maximum Tender Amount; Proration" in the Statement for more information on the proration provisions applicable to the Tender Offer.

The Tender Offer is not conditioned upon the tender of any minimum principal amount of Notes.  The Tender Offer and Solicitation are open to all registered holders (individually, a "Holder," and collectively, the "Holders") of the Notes.  The Tender Offer and Solicitation are subject to the satisfaction of certain conditions, including the General Conditions (as defined below) and the Participation Condition, as described in the section of the Statement entitled "The Tender Offer and Solicitation—Conditions to the Tender Offer and Solicitation."

Subject to the terms and conditions of the Tender Offer, the consideration for each U.S.$1,000 principal amount of Notes validly tendered (and not validly withdrawn) and accepted for purchase pursuant to the Tender Offer will be the Tender Offer Consideration.  Holders of Notes that are validly tendered together with Consents (and not validly withdrawn or revoked, as applicable) at or prior to the Early Tender and Consent Time will be deemed to have delivered Consents in respect of such tendered Notes and, if accepted for purchase pursuant to the Tender Offer, will receive the Total Consideration, which includes the Tender Offer Consideration plus the Early Tender Premium (which in turn includes the Consent Payment). Holders of Notes tendered after the Early Tender and Consent Time, but before the Expiration Date, and accepted for purchase pursuant to the Tender Offer will receive the Tender Offer Consideration, but neither the Early Tender Premium nor the Consent Payment.  No tenders will be valid if submitted after the Expiration Date.

Holders may not tender their Notes pursuant to the Tender Offer without delivering their Consents pursuant to the Solicitation, but Holders may deliver Consents pursuant to the Solicitation without tendering their Notes pursuant to the Tender Offer. Holders who validly deliver (and do not validly revoke) Consents at or prior to the Early Tender and Consent Time, without the concurrent tender of the respective Notes, will be entitled to receive only the Consent Payment. No Consent Payment shall be made in respect of any Consent delivered after the Early Tender and Consent Time.

In addition to the Tender Offer Consideration or the Total Consideration, as applicable, all Holders of Notes accepted for purchase pursuant to the Tender Offer will, on the Early Settlement Date or the Settlement Date (as defined below), also receive accrued and unpaid interest on those Notes from the last interest payment date with respect to those Notes to, but not including, the Early Settlement Date or the Settlement Date, as applicable ("Accrued Interest").

The Tender Offer and Solicitation commence on the date of the Statement and will expire on the Expiration Date, unless extended or earlier terminated by Volcan.  No tenders will be valid if submitted after the Expiration Date. Consents will be validly delivered if submitted after the Early Tender and Consent Time but at or prior to the Expiration Date, but no Consent Payment shall be made in respect thereof. If a Nominee (as defined in the Statement) holds Notes on behalf of a beneficial owner, such Nominee may have an earlier deadline for accepting the offer.  Any beneficial owner should promptly contact such Nominee that holds its Notes to determine its deadline.  The Tender Offer and Solicitation is open to all registered Holders of the Notes.  There is no letter of transmittal for this Tender Offer.

Volcan expects to purchase any Notes that have been validly tendered and not validly withdrawn (i) at or prior to the Early Tender and Consent Time and that Volcan chooses to accept for purchase, subject to the Maximum Tender Amount and all conditions to the Tender Offer having been either satisfied or waived by Volcan, as permitted by applicable law, promptly following the Early Tender and Consent Time (the "Early Settlement Date"), (ii) after the Early Tender and Consent Time and at or prior to the Expiration Date and that Volcan chooses to accept for purchase, subject to the Maximum Tender Amount and all conditions to the Tender Offer having been either satisfied or waived by Volcan, as permitted by applicable law, promptly following the Expiration Date (the "Settlement Date").  Subject to the Maximum Tender Amount and proration (including the provisions relating to priority in proration described in the Statement), all Notes validly tendered at or prior to the Early Tender and Consent Time will be accepted for purchase before any Notes validly tendered after the Early Tender and Consent Time are accepted for purchase.  The Early Settlement Date is expected to occur promptly following the Early Tender and Consent Time and the Settlement Date is expected to occur promptly following the Expiration Date. Notes accepted on either the Early Settlement Date or the Settlement Date, if any, will be accepted subject to the Maximum Tender Amount and proration (including the provisions relating to priority in proration), each as described herein. Even if your tendered Notes are prorated, you will be deemed to have delivered a Consent with respect to all Notes tendered. You will be eligible to receive the Consent Payment in respect of all such Notes that were tendered prior to the Early Tender and Consent Time and that are returned to you due to proration.

Notwithstanding any other provision of the Tender Offer and Solicitation, Volcan's obligation to accept for purchase, and to pay for, any Notes validly tendered and not validly withdrawn pursuant to the Tender Offer, and its obligation to accept the delivery of, and to pay for, the Consents validly delivered and not validly revoked pursuant to the Solicitation, are subject to, and conditioned upon, the satisfaction of, or Volcan's waiver of, the conditions described in the section of the Statement entitled "The Tender Offer and Solicitation—Conditions to the Tender Offer and Solicitation."

The conditions to the Tender Offer and Solicitation are for the sole benefit of Volcan and may be asserted by Volcan, regardless of the circumstances giving rise to any such condition (including any action or inaction by Volcan).  Volcan reserves the right, in its sole discretion, to waive any and all conditions of the Tender Offer and Solicitation, at or prior to the Early Tender and Consent Time or Expiration Date, as applicable.  The Tender Offer is not subject to a minimum principal amount of Notes being tendered.  See "The Tender Offer and Solicitation—Conditions to the Tender Offer and Solicitation" in the Statement.

Withdrawal rights with respect to the Notes and revocation rights with respect to any Consents will terminate on the Withdrawal Deadline, unless extended pursuant to applicable law.  Accordingly, following the Withdrawal Deadline, any Notes validly tendered (whether before, on or after the Withdrawal Deadline) may no longer be validly withdrawn and any Consents validly delivered (whether before, on or after the Withdrawal Deadline) may no longer be revoked.  For the withdrawal of a tendered Note to be valid, such withdrawal must comply with the procedures set forth in the Statement.

Subject to applicable law and the terms set forth in the Statement, Volcan reserves the right: (i) to extend or otherwise amend the Early Tender and Consent Time, the Withdrawal Deadline or the Expiration Date, (ii) to increase the Maximum Tender Amount without extending the Withdrawal Deadline or otherwise reinstating withdrawal rights of Holders except as required by law; (iii) to waive or modify in whole or in part any and all conditions to the Tender Offer and Solicitation; (iv) to modify or terminate the Tender Offer and Solicitation; and (v) to otherwise amend the Tender Offer and Solicitation in any respect.  In the event of the termination of the Tender Offer, the Notes tendered pursuant to the Tender Offer and not previously accepted and purchased will be promptly returned to the tendering Holders.

If a Holder does not tender its Notes or if a Holder tenders Notes that are not accepted for purchase, they will remain outstanding.  If Volcan consummates the Tender Offer, the trading market for a Holder's outstanding Notes may be significantly more limited.  For a discussion of this and other risks, see "Certain Significant Considerations—Position of Volcan and Other Parties Concerning the Tender Offer" in the Statement.

THE OFFER DOCUMENTS CONTAIN CERTAIN IMPORTANT INFORMATION THAT SHOULD BE READ BEFORE ANY DECISION IS MADE WITH RESPECT TO THE TENDER OFFER, IN PARTICULAR, SEE "CERTAIN SIGNIFICANT CONSIDERATIONS" IN THE STATEMENT FOR A DISCUSSION OF CERTAIN FACTORS HOLDERS SHOULD CONSIDER IN CONNECTION WITH THE TENDER OFFER.

VOLCAN HAS NOT FILED THIS STATEMENT WITH, AND IT HAS NOT BEEN REVIEWED BY, ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY OF ANY COUNTRY. NO AUTHORITY HAS PASSED UPON THE ACCURACY OR ADEQUACY OF THIS STATEMENT AND IT IS UNLAWFUL AND MAY BE A CRIMINAL OFFENSE TO MAKE ANY REPRESENTATION TO THE CONTRARY. THE TENDER OFFER AND SOLICITATION HAS NOT BEEN REGISTERED, AND WILL NOT BE REGISTERED, WITH THE PERUVIAN SECURITIES MARKET SUPERINTENDENCY (SUPERINTENDENCIA DEL MERCADO DE VALORES - SMV) OR THE LIMA STOCK EXCHANGE (BOLSA DE VALORES DE LIMA). THE TENDER OFFER AND SOLICITATION MAY NOT BE MADE IN PERU, EXCEPT IN CIRCUMSTANCES THAT DO NOT CONSTITUTE A PUBLIC OFFERING OR UNAUTHORIZED DISTRIBUTION UNDER PERUVIAN LAWS AND REGULATIONS. PERUVIAN SECURITIES LAWS AND REGULATIONS ON PUBLIC OFFERINGS WILL NOT BE APPLICABLE TO THE TENDER OFFER AND SOLICITATION, THE DISCLOSURE OBLIGATIONS SET FORTH THEREIN WILL NOT BE APPLICABLE TO VOLCAN BEFORE OR AFTER THE TENDER OFFER AND SOLICITATION. THE TENDER OFFER AND SOLICITATION IS NOT BEING MADE IN PERU PURSUANT TO A PUBLIC OFFERING AND DOCUMENTS RELATING TO THE TENDER OFFER AND SOLICITATION, AS WELL AS INFORMATION CONTAINED THEREIN, MAY NOT BE SUPPLIED TO THE PUBLIC IN PERU, NOR BE USED IN CONNECTION WITH ANY OFFER TO THE PUBLIC IN PERU.

NONE OF VOLCAN, ITS BOARD OF DIRECTORS, THE DEALER MANAGERS (AS DEFINED BELOW), THE TENDER AND INFORMATION AGENT OR THE TRUSTEE (AS DEFINED IN THE STATEMENT) OR ANY OF THEIR RESPECTIVE AFFILIATES IS MAKING ANY RECOMMENDATION AS TO WHETHER HOLDERS SHOULD TENDER ANY NOTES NOR ANY RECOMMENDATION THAT HOLDERS DELIVER OR REFRAIN FROM DELIVERING ANY CONSENTS IN RESPONSE TO THE TENDER OFFER AND SOLICITATION.  HOLDERS MUST MAKE THEIR OWN DECISION AS TO WHETHER TO PARTICIPATE IN THE TENDER OFFER AND SOLICITATION, AND, IF SO, THE PRINCIPAL AMOUNT OF NOTES TO TENDER AND THE CONSENTS TO DELIVER.

The Statement and related documents do not constitute an offer to buy or the solicitation of an offer to sell notes in any jurisdiction or in any circumstances in which such offer or solicitation is unlawful.  In those jurisdictions where the securities, blue sky or other laws require the Tender Offer and Solicitation to be made by a licensed broker or dealer, the Tender Offer and Solicitation will be deemed to be made on behalf of Volcan by the Dealer Managers or one or more registered brokers or dealers licensed under the laws of such jurisdiction.  Volcan is not aware of any jurisdiction where the making of the Tender Offer and Solicitation is not in compliance with the laws of such jurisdiction. If Volcan becomes aware of any jurisdiction in which the making of the Tender Offer and Solicitation would not be in compliance with such laws, Volcan will make a good faith effort to comply with any such laws or may seek to have such laws declared inapplicable to the Tender Offer and Solicitation.  If, after such good faith effort, Volcan cannot comply with any such applicable laws, the Tender Offer and Solicitation will not be made to the Holders of Notes residing in each such jurisdiction.  Neither the delivery of this announcement, the Statement and any related documents nor any purchase of Notes by Volcan will, under any circumstances, create any implication that the information contained in this announcement, the Statement or in any related document is current as of any time subsequent to the date hereof or thereof.

The Statement does not constitute an offer to sell or a solicitation of an offer to buy any securities (other than the Notes).  Any offering of securities will only be made by an offering document and any such offering may not be registered with the U.S. Securities and Exchange Commission.

This release may contain certain "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995.  These statements are based on management's current expectations and are subject to risks, uncertainty and changes in circumstances, which may cause actual results, performance or achievements to differ materially from anticipated results, performance or achievements.  All statements contained herein that are not clearly historical in nature are forward-looking and the words "anticipate," "believe," "expect," "estimate," "plan" and similar expressions are generally intend to identify forward-looking statements. Volcan is under no obligation (and expressly disclaims any such obligation) to update or alter its forward-looking statements whether as a result of new information, future events or otherwise.  More detailed information about these and other factors is set forth in the Statement.

Global Bondholder Services Corporation is acting as the tender agent and as the information agent (the "Tender and Information Agent") for the Tender Offer and Solicitation.  Citigroup Global Markets Inc. and Santander Investment Securities Inc. are acting as dealer managers and solicitation agents (the "Dealer Managers") for the Tender Offer and Solicitation.

Any questions or requests for assistance or for additional copies of the Statement may be directed to the Tender and Information Agent at one of its telephone numbers above.  A Holder (or a beneficial owner that is not a Holder) may also contact any of the Dealer Managers at their telephone numbers set forth below or its broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Statement.

The Dealer Managers for the Tender Offer and Solicitation are: 

SOURCE: Volcan Compañía Minera S.A.A.

SOURCE Volcan Compañía Minera S.A.A.

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