SHORT FORM BASE SHELF PROSPECTUS
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November 7, 2024 |
IAMGOLD CORPORATION
U.S.$500,000,000
Common
Shares
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 Preference
Shares), second preference shares of the Corporation (Second Preference Shares), debt securities (Debt Securities), warrants to purchase Common Shares, First Preference Shares, Second Preference Shares
or Debt Securities (collectively Warrants), or subscription receipts (Subscription Receipts) (all of the foregoing collectively, the Securities) or any combination 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 prospectus supplement (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. The consideration 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 Rate Information.
Investing in the Securities
involves significant risks. Prospective purchasers of the Securities should carefully consider the risk factors described under the heading Risk Factors in the Corporations Annual Information Form for the year ended
December 31, 2023 (Annual Information Form), and under the heading Risks and Uncertainties in the managements discussion and analysis of financial position and results of operation of the Corporation for the nine
months ended September 30, 2024 and the year ended December 31, 2023, and in this Prospectus and in documents incorporated by reference in this Prospectus.
The specific terms of the Securities with respect to a particular offering will be set out in 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 terms specific 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 Second Preference 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 First Preference 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, the maturity, 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 conversion rights attached to the Debt Securities, whether the debt is senior or
subordinated to the Corporations other liabilities and obligations, whether the Debt Securities will be secured by any of the Corporations assets or guaranteed by any other 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 currency in 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 Receipts are 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 the Subscription 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 be included in the Prospectus Supplement describing the Securities.
This Prospectus does not 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 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 greater certainty, 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 more financial 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 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 National Instrument 44-102 - Shelf Distributions (NI 44-102), including sales made directly on the Toronto Stock Exchange (the TSX), the New York
Stock Exchange (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 of Securities 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 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 aggregate price paid by purchasers for the Securities is less than the gross proceeds paid by the underwriters, dealers or agents to the Corporation.
As of the date hereof, the Corporation has determined that it qualifies as a well-known seasoned issuer under the WKSI Blanket Orders (as defined
below). See Reliance on Exemptions for Well-Known Seasoned Issuers. All information permitted under applicable law, including as permitted under the WKSI Blanket Orders, to be omitted from this Prospectus will be contained in one or
more Prospectus Supplements that will be delivered to purchasers together with this Prospectus, except in cases where an exemption from such delivery requirements is available. 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 the distribution of the Securities to which the Prospectus Supplement pertains. You should read this Prospectus and any
applicable Prospectus Supplement carefully before you invest in any Securities.
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 acquires Securities 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 of whether 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 with such 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 delivered to 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 the distribution of the Securities to which such Prospectus Supplement pertains.
This Prospectus constitutes a public offering of the Securities only in those jurisdictions 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 sell certain 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 forth the 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 November 6, 2024, the last trading day prior to the date of this Prospectus, the closing price of the Common Shares on the TSX was C$7.22 and the
closing price of the Common Shares on the NYSE was $5.18. Unless otherwise specified in the applicable Prospectus Supplement, 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 and purchasers 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 150 King Street West, Suite 2200, Toronto, Ontario M5H 1J9. The Corporation is permitted
to prepare this Prospectus in accordance with Canadian disclosure requirements, which are 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 to financial statements of United States companies.
Owning the
Securities may subject purchasers to tax consequences both in the United States and Canada. 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 purchasers ability to enforce civil liabilities under the United States 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 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, or determined if this Prospectus is truthful or complete. Any representation to the contrary is a criminal offence.
No underwriter
has been involved in the preparation of this Prospectus nor has any underwriter performed any review of the contents of this Prospectus.
Agent for
Service of Process
Peter OHagan, Ann Masse, and Audra Walsh, being directors of the Corporation, reside outside of Canada. Each of
Mr. OHagan, 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 it may not be
possible for investors to enforce judgments obtained in Canada against Mr. OHagan, Ms. Masse or Ms. Walsh, even though each of Mr. OHagan, Ms. Masse and Ms. Walsh have appointed an agent for service of
process.
Francois J. Sawadogo, Michel Dromacque, Denis Doucet, and 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 report entitled
Technical Report on the Côté Gold Mine, Ontario, Canada (effective June 30, 2022) reside outside of Canada. Each of Messrs. Sawadogo, Dromacque, Doucet and Napon and Ms. Nada has 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 it may not be possible for investors to enforce judgments obtained in Canada against Messrs. Sawadogo, Dromacque, Doucet
or Napon or Ms. Nada.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
All information included in this Prospectus, including any information as to the Corporations future financial or operating
performance and other statements that express managements expectations or estimates of future performance, including statements in respect of the prospects and/or development of the Corporations 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-looking statements) and such forward-looking statements
are based on expectations, estimates and projections as of the date of this Prospectus. 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, without limitation, those under the headings Documents Incorporated by Reference, Available Information,
The Corporation, Recent Development, Use of Proceeds, Description of Share Capital, Description of Debt Securities, Description of Warrants, Description of Subscription
Receipts, Legal Matters, Risk Factors, Statutory Rights of Withdrawal and Recission and Enforceability of Civil Liabilities, and include, but are not 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 Côté Gold mines) and the realization of such estimates; operational and financial
performance including the Corporations guidance for and actual results of production, costs and capital and other expenditures such as exploration and including depreciation expense and effective tax rate; the updated life-of-mine plan, ramp-up assumptions and other project metrics including operating costs in respect to the Côté Gold
Mine; expected benefits from the operational improvements and de-risking strategies implemented or to be implemented by the Corporation; mine development activities; the Corporations capital allocation
and liquidity; the notice provided to repurchase the Transferred Interests in the Côté Gold Mine and the Companys ability to fund the repurchase; the composition of the Corporations portfolio of assets including its
operating mines, development and exploration projects; exploration results, future work programs, capital expenditures and objectives, evolution and economic performance of development projects (including, but not limited to, the Nelligan project
and the Monster Lake project) and exploration budgets and targets; the completion of the sale of the Corporations interests in its exploration and development projects in Mali and Guinea (collectively, the Bambouk
Assets); permitting timelines and the expected receipt of permits and government 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 and community 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 labour impacts; 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; foreign exchange 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 of operations, 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 Corporations operational and financial performance and financial condition; and government regulation of mining activities, including local investment and local content requirements.
The Corporation cautions the reader that 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
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which also is or is deemed to be incorporated 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 not state 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 any purposes 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 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 the
Corporate Secretary of the 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.
The Corporation is not making an offer of the Securities in any jurisdiction 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, financial condition, results of operations and prospects of the Corporation may have
changed since those dates.
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 form
prospectus 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 the
provinces and territories of Canada. These reports and information are available to the public free of charge on IAMGOLDs profile at the Canadian Securities Administrators website, SEDAR+, at www.sedarplus.com and on the SECs
Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system at www.sec.gov.
The Corporation will 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 information contained 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 by reference 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 such statement is qualified in
its entirety by such reference.
The Corporation is subject to the information requirements of 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 the multijurisdictional disclosure system adopted by the 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 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
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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,
the Interim MD&A and other documents incorporated herein by reference.
RECENT DEVELOPMENTS
Côté Gold Mine
The
Côté Gold Mine is being operated through a joint venture (the Côté Gold UJV or UJV) between IAMGOLD, as the operator, and Sumitomo Metal Mining Co. Ltd. (Sumitomo or SMM). The
UJV is governed by the Côté Gold Joint Venture Agreement.
On December 19, 2022, the Company announced it had entered
into the JV Funding and Amending Agreement with SMM, whereby SMM would contribute $250.0 million of the Companys funding obligations to the Côté Gold UJV and as a result, the Company would transfer 9.7% of its interest in
Côté Gold to SMM (the Transferred Interests) with a right to repurchase the Transferred Interests to return to its full 70% interest in the Côté Gold Mine.
On August 2, 2024 the Corporation announced that the Côté Gold Mine reached commercial production.
On September 30, 2024, the Company provided Sumitomo with the required 60 days formal irrevocable notice of the exercise of the right to
repurchase Transferred Interests with the transaction closing expected on November 30, 2024, which will return IAMGOLD to its full 70% interest in Côté Gold. The repurchase price is approximately $377 million and includes
$23.7 million for the repurchase option fee accrued during 2023. The payment will be funded using the proceeds from the $300 million bought deal completed during the second quarter 2024 and with available liquidity.
Based on the current ramp-up schedule of the Côté Gold Mine as well as prevailing market
conditions which could impact the amount of required expenditures during the ramp-up of Côté Gold and operating cash flows from the Companys existing operations, the Company believes that
cash and cash equivalents at September 30, 2024, combined with expected cash flows from operations and available liquidity provided by the undrawn amounts under the Credit facility, is sufficient to fund the repurchase of the Transferred
Interests from SMM while delivering into the gold prepay arrangements.
Gold Prepay Arrangement
As of September 30, 2024, the Corporation had delivered 37,500 ounces under the 2022 Prepay Arrangements in the third quarter 2024 and
Company received $10.0 million in relation to the collar within the same period.
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 Interim Financial Statements, 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 Second Preference 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.
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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 the
Corporation to fund ongoing operations and capital expenditures, reducing its level of outstanding indebtedness from time to time, other discretionary capital programs, 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 be paid out of the Corporations funds, unless otherwise stated in the applicable Prospectus Supplement.
PLAN OF DISTRIBUTION
The Corporation may sell the Securities, separately or together, to or through underwriters or dealers purchasing as principals for public
offering 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, the
purchase 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 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.
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 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 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 of Securities 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 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 aggregate
price 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 into
with 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 to
payments 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 course
of business.
In connection with any offering of Securities, except as otherwise set out in a Prospectus Supplement relating to a
particular offering of Securities or other than an at-the-market distribution, the underwriters, dealers or agents may over-allot or effect transactions
intended 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 agent
involved in an at-the-market distribution, as defined under applicable Canadian securities legislation, no affiliate of such an underwriter,
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dealer or agent and 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 market price of the Securities.
In connection with an Acquisition, Securities
may be offered and issued at a deemed price or deemed prices determined 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.
DESCRIPTION OF SHARE CAPITAL
The Corporation is authorized to issue an unlimited number of First Preference Shares, issuable in series, an unlimited number of Second
Preference Shares, issuable in series, and an unlimited number of Common Shares, of which 571,215,186 Common Shares and no First Preference Shares or Second Preference Shares were issued and outstanding as at November 6, 2024.
Each Common Share entitles the holder thereof to one vote at all meetings of shareholders other than meetings at which only holders of another
class 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 the
directors of the Corporation and the remaining property of the Corporation upon dissolution.
The First Preference Shares are 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 First Preference Shares of each
series. 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 the
Corporation. 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 in
priority 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 a
class or series ranking in priority to or on parity with the First Preference Shares or any series thereof.
The Second Preference Shares
are 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 Preference
Shares 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 to
vote 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 new
class 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 the
maximum 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 Corporation
without any of its subsidiaries. This section describes the general terms that will apply
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LEGAL MATTERS
Certain legal matters relating to the offering of Securities hereunder will be passed upon on behalf of the Corporation by Fasken Martineau
DuMoulin 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 each
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.
RELIANCE ON EXEMPTIONS FOR WELL-KNOWN SEASONED ISSUERS
The securities regulatory authorities in each of the provinces and territories of Canada have adopted
substantively harmonized blanket orders, including Ontario Instrument 44-501 Exemption from Certain
Prospectus Requirements for Well-known Seasoned Issuers (Interim Class Order) (together with the equivalent local blanket orders in each of the other provinces and territories of Canada, all as amended or extended,
collectively, the WKSI Blanket Orders). This Prospectus has been filed by the Corporation in reliance upon the WKSI Blanket Orders, which permit well-known seasoned issuers, or
WKSIs, to file a final short form base shelf prospectus as the first public step in an offering, and exempt qualifying issuers from certain disclosure requirements relating to such final short form base shelf prospectus. As
of the date hereof, the Corporation has determined that it qualifies as a well-known seasoned issuer under the WKSI Blanket Orders. The Corporation intends to rely on such exemptions to the full extent permitted by the WKSI
Blanket Orders, notwithstanding the inclusion in this Prospectus of any disclosure that is permitted to be excluded pursuant to the WKSI Blanket Orders.
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 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.
RISK FACTORS
Before making an investment decision, prospective purchasers of Securities should carefully consider the information described in this
Prospectus and the documents incorporated by reference herein, including the applicable Prospectus Supplement. There are certain risks inherent in an investment in the Securities, including the factors described under the heading Risk
Factors in the Annual Information Form (pages 24 through 60) and under the heading Risks and Uncertainties in the Interim MD&A (pages 31 through 33), and any other risk factors described herein or in a document
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 the factors
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 described herein, in
the Annual Information Form, in the Interim MD&A, 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 of the Corporation. Additional risks and uncertainties of which the Corporation currently is
24
PART II
INFORMATION NOT REQUIRED TO BE DELIVERED TO
OFFEREES OR PURCHASERS
Indemnification
of Directors and Officers.
Under the Canada Business Corporations Act (the CBCA), the Registrant may indemnify a present
or former director or officer of the Registrant or another individual who acts or acted at the Registrants request as a director or officer, or an individual acting in a similar capacity, of another entity, against all costs, charges and
expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of
that association with the Registrant or other entity. The Registrant may not indemnify an individual unless the individual acted honestly and in good faith with a view to the best interests of the Registrant, or, as the case may be, to the best
interests of the other entity for which the individual acted as a director or officer or in a similar capacity at the Registrants request, and, in the case of a criminal or administrative action or proceeding that is enforced by a monetary
penalty, the individual had reasonable grounds for believing that the conduct was lawful. The indemnification may be made in respect of an action by or on behalf of the Registrant or other entity to procure a judgment in its favor only with court
approval. The aforementioned individuals are entitled to indemnification from the Registrant as a matter of right if they were not judged by the court or other competent authority to have committed any fault or omitted to do anything that the
individual ought to have done and the individual acted honestly and in good faith with a view to the best interests of the Registrant, or, as the case may be, to the best interests of the other entity for which the individual acted as a director or
officer or in a similar capacity at the Registrants request, and, in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the individual had reasonable grounds for believing that the conduct was
lawful. The Registrant may advance moneys to the individual for the costs, charges and expenses of the proceeding; however, the individual shall repay the moneys if the individual does not fulfill the conditions set out above.
The by-laws of the Registrant provide that, subject to the limitations contained in the CBCA, the
Registrant shall indemnify a director or officer, a former director or officer, or an individual who acts or acted at the Registrants request as a director or officer, or an individual acting in a similar capacity, of another entity, and his
or her heirs and personal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by him or her in respect of any civil, criminal, administrative,
investigative or other proceeding to which the individual is made a party by reason of being or having been a director or officer of the Registrant, or as a director or officer, or in similar capacity, of another entity at the Registrants
request, if he or she acted honestly and in good faith with a view to the best interests of the Registrant, or, as the case may be, to the best interests of the other entity for which he or she acted as director or officer, or in a similar capacity,
at the Registrants request, and, in the case of a criminal, administrative, investigative or other proceeding that is enforced by a monetary penalty, he or she had reasonable grounds for believing that his or her conduct was lawful. The by-laws of the Registrant provide that the Registrant shall also indemnify such person in such other circumstances as the CBCA permits or requires. The by-laws of the
Registrant provide that the Registrant shall advance moneys to the individual for the costs, charges and expenses of the proceeding; however, the individual shall repay the moneys if he or she does not fulfill the relevant conditions specified in
the CBCA.
The by-laws of the Registrant provide that the Registrant may purchase and maintain
insurance for the benefit of any individual referred to in the foregoing paragraph.
The Registrant has entered into indemnity agreements
with its directors and officers which provide that the Registrant will indemnify such directors and officers and purchase and maintain insurance for such directors and officers in the manner described in the preceding two paragraphs. The indemnity
agreements further provide that, to the extent a change in the CBCA permits greater indemnification than would currently be afforded under the by-laws or articles of the Registrant, such directors and officers
are entitled to the greater benefits afforded by that change.
II-1
Offerings
|
Nov. 05, 2024
USD ($)
|
Offering: 1 |
|
Offering: |
|
Fee Previously Paid |
false
|
Rule 457(o) |
true
|
Security Type |
Equity
|
Security Class Title |
Common Shares
|
Maximum Aggregate Offering Price |
$ 0
|
Fee Rate |
0.01531%
|
Amount of Registration Fee |
$ 0
|
Offering Note |
(1) |
There are being registered under the Registration Statement to which this exhibit pertains (this “Registration Statement”) such indeterminate number of Common Shares, First Preference Shares, Second Preference Shares, Debt Securities, Warrants to Purchase Common Shares, Warrants to Purchase First Preference Shares, Warrants to Purchase Second Preference Shares, Warrants to Purchase Debt Securities and Subscription Receipts and units consisting of two or more of any such securities of IAMGOLD Corporation (the “Registrant”) as shall have an aggregate initial offering price not to exceed US$500,000,000 (or its equivalent in any other currency used to denominate the securities). See Table 3. |
|
Offering: 2 |
|
Offering: |
|
Fee Previously Paid |
false
|
Rule 457(o) |
true
|
Security Type |
Equity
|
Security Class Title |
First Preference Shares
|
Maximum Aggregate Offering Price |
$ 0
|
Fee Rate |
0.01531%
|
Amount of Registration Fee |
$ 0
|
Offering Note |
(1) |
There are being registered under the Registration Statement to which this exhibit pertains (this “Registration Statement”) such indeterminate number of Common Shares, First Preference Shares, Second Preference Shares, Debt Securities, Warrants to Purchase Common Shares, Warrants to Purchase First Preference Shares, Warrants to Purchase Second Preference Shares, Warrants to Purchase Debt Securities and Subscription Receipts and units consisting of two or more of any such securities of IAMGOLD Corporation (the “Registrant”) as shall have an aggregate initial offering price not to exceed US$500,000,000 (or its equivalent in any other currency used to denominate the securities). See Table 3. |
|
Offering: 3 |
|
Offering: |
|
Fee Previously Paid |
false
|
Rule 457(o) |
true
|
Security Type |
Equity
|
Security Class Title |
Second Preference Shares
|
Maximum Aggregate Offering Price |
$ 0
|
Fee Rate |
0.01531%
|
Amount of Registration Fee |
$ 0
|
Offering Note |
(1) |
There are being registered under the Registration Statement to which this exhibit pertains (this “Registration Statement”) such indeterminate number of Common Shares, First Preference Shares, Second Preference Shares, Debt Securities, Warrants to Purchase Common Shares, Warrants to Purchase First Preference Shares, Warrants to Purchase Second Preference Shares, Warrants to Purchase Debt Securities and Subscription Receipts and units consisting of two or more of any such securities of IAMGOLD Corporation (the “Registrant”) as shall have an aggregate initial offering price not to exceed US$500,000,000 (or its equivalent in any other currency used to denominate the securities). See Table 3. |
|
Offering: 4 |
|
Offering: |
|
Fee Previously Paid |
false
|
Rule 457(o) |
true
|
Security Type |
Debt
|
Security Class Title |
Debt Securities
|
Maximum Aggregate Offering Price |
$ 0
|
Fee Rate |
0.01531%
|
Amount of Registration Fee |
$ 0
|
Offering Note |
(1) |
There are being registered under the Registration Statement to which this exhibit pertains (this “Registration Statement”) such indeterminate number of Common Shares, First Preference Shares, Second Preference Shares, Debt Securities, Warrants to Purchase Common Shares, Warrants to Purchase First Preference Shares, Warrants to Purchase Second Preference Shares, Warrants to Purchase Debt Securities and Subscription Receipts and units consisting of two or more of any such securities of IAMGOLD Corporation (the “Registrant”) as shall have an aggregate initial offering price not to exceed US$500,000,000 (or its equivalent in any other currency used to denominate the securities). See Table 3. |
|
Offering: 5 |
|
Offering: |
|
Fee Previously Paid |
false
|
Rule 457(o) |
true
|
Security Type |
Other
|
Security Class Title |
Warrants to PurchaseCommon Shares
|
Maximum Aggregate Offering Price |
$ 0
|
Fee Rate |
0.01531%
|
Amount of Registration Fee |
$ 0
|
Offering Note |
(1) |
There are being registered under the Registration Statement to which this exhibit pertains (this “Registration Statement”) such indeterminate number of Common Shares, First Preference Shares, Second Preference Shares, Debt Securities, Warrants to Purchase Common Shares, Warrants to Purchase First Preference Shares, Warrants to Purchase Second Preference Shares, Warrants to Purchase Debt Securities and Subscription Receipts and units consisting of two or more of any such securities of IAMGOLD Corporation (the “Registrant”) as shall have an aggregate initial offering price not to exceed US$500,000,000 (or its equivalent in any other currency used to denominate the securities). See Table 3. |
|
Offering: 6 |
|
Offering: |
|
Fee Previously Paid |
false
|
Rule 457(o) |
true
|
Security Type |
Other
|
Security Class Title |
Warrants to Purchase FirstPreference Shares
|
Maximum Aggregate Offering Price |
$ 0
|
Fee Rate |
0.01531%
|
Amount of Registration Fee |
$ 0
|
Offering Note |
(1) |
There are being registered under the Registration Statement to which this exhibit pertains (this “Registration Statement”) such indeterminate number of Common Shares, First Preference Shares, Second Preference Shares, Debt Securities, Warrants to Purchase Common Shares, Warrants to Purchase First Preference Shares, Warrants to Purchase Second Preference Shares, Warrants to Purchase Debt Securities and Subscription Receipts and units consisting of two or more of any such securities of IAMGOLD Corporation (the “Registrant”) as shall have an aggregate initial offering price not to exceed US$500,000,000 (or its equivalent in any other currency used to denominate the securities). See Table 3. |
|
Offering: 7 |
|
Offering: |
|
Fee Previously Paid |
false
|
Rule 457(o) |
true
|
Security Type |
Other
|
Security Class Title |
Warrants to Purchase Second Preference Shares
|
Maximum Aggregate Offering Price |
$ 0
|
Fee Rate |
0.01531%
|
Amount of Registration Fee |
$ 0
|
Offering Note |
(1) |
There are being registered under the Registration Statement to which this exhibit pertains (this “Registration Statement”) such indeterminate number of Common Shares, First Preference Shares, Second Preference Shares, Debt Securities, Warrants to Purchase Common Shares, Warrants to Purchase First Preference Shares, Warrants to Purchase Second Preference Shares, Warrants to Purchase Debt Securities and Subscription Receipts and units consisting of two or more of any such securities of IAMGOLD Corporation (the “Registrant”) as shall have an aggregate initial offering price not to exceed US$500,000,000 (or its equivalent in any other currency used to denominate the securities). See Table 3. |
|
Offering: 8 |
|
Offering: |
|
Fee Previously Paid |
false
|
Rule 457(o) |
true
|
Security Type |
Other
|
Security Class Title |
Warrants to Purchase DebtSecurities
|
Maximum Aggregate Offering Price |
$ 0
|
Fee Rate |
0.01531%
|
Amount of Registration Fee |
$ 0
|
Offering Note |
(1) |
There are being registered under the Registration Statement to which this exhibit pertains (this “Registration Statement”) such indeterminate number of Common Shares, First Preference Shares, Second Preference Shares, Debt Securities, Warrants to Purchase Common Shares, Warrants to Purchase First Preference Shares, Warrants to Purchase Second Preference Shares, Warrants to Purchase Debt Securities and Subscription Receipts and units consisting of two or more of any such securities of IAMGOLD Corporation (the “Registrant”) as shall have an aggregate initial offering price not to exceed US$500,000,000 (or its equivalent in any other currency used to denominate the securities). See Table 3. |
|
Offering: 9 |
|
Offering: |
|
Fee Previously Paid |
false
|
Rule 457(o) |
true
|
Security Type |
Other
|
Security Class Title |
Subscription Receipts
|
Maximum Aggregate Offering Price |
$ 0
|
Fee Rate |
0.01531%
|
Amount of Registration Fee |
$ 0
|
Offering Note |
(1) |
There are being registered under the Registration Statement to which this exhibit pertains (this “Registration Statement”) such indeterminate number of Common Shares, First Preference Shares, Second Preference Shares, Debt Securities, Warrants to Purchase Common Shares, Warrants to Purchase First Preference Shares, Warrants to Purchase Second Preference Shares, Warrants to Purchase Debt Securities and Subscription Receipts and units consisting of two or more of any such securities of IAMGOLD Corporation (the “Registrant”) as shall have an aggregate initial offering price not to exceed US$500,000,000 (or its equivalent in any other currency used to denominate the securities). See Table 3. |
|
Offering: 10 |
|
Offering: |
|
Fee Previously Paid |
false
|
Rule 457(o) |
true
|
Security Type |
Unallocated (Universal) Shelf
|
Maximum Aggregate Offering Price |
$ 300,240,000
|
Fee Rate |
0.01531%
|
Amount of Registration Fee |
$ 45,966.75
|
Offering Note |
(1) |
There are being registered under the Registration Statement to which this exhibit pertains (this “Registration Statement”) such indeterminate number of Common Shares, First Preference Shares, Second Preference Shares, Debt Securities, Warrants to Purchase Common Shares, Warrants to Purchase First Preference Shares, Warrants to Purchase Second Preference Shares, Warrants to Purchase Debt Securities and Subscription Receipts and units consisting of two or more of any such securities of IAMGOLD Corporation (the “Registrant”) as shall have an aggregate initial offering price not to exceed US$500,000,000 (or its equivalent in any other currency used to denominate the securities). See Table 3. |
(2) |
Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(o) under the Securities Act of 1933. |
|
Combined Prospectus
|
Nov. 05, 2024
USD ($)
|
Combined Prospectus: 1 |
|
Combined Prospectus Table |
|
Rule 429 |
true
|
Security Type |
Equity
|
Security Class Title |
Common Shares
|
Maximum Aggregate Offering Price of Securities Previously Registered |
$ 0
|
Form Type |
F-10
|
File Number |
333-267237
|
Initial Effective Date |
Sep. 02, 2022
|
Combined Prospectus Note |
(1) |
Pursuant to Rule 429 under the Securities Act, the prospectus included in this Registration Statement, to which this exhibit is attached, is a combined prospectus relating to this Registration Statement and to the registration statement on Form F-10 (File No. 333-267237), which became effective on September 2, 2022 (the “Prior Registration Statement”), relating to such indeterminate number of Common Shares, First Preference Shares, Second Preference Shares, Debt Securities, Warrants to Purchase Common Shares, Warrants to Purchase First Preference Shares, Warrants to Purchase Second Preference Shares, Warrants to Purchase Debt Securities and Subscription Receipts and units consisting of two or more of any such securities of the Registrant as shall have an aggregate initial offering price not to exceed US$500,000,000, of which US$199,760,000 remains unsold under the Prior Registration Statement. This Registration Statement combines the remaining US$199,760,000 of unsold securities from the Prior Registration Statement with an additional US$300,240,000 of unallocated (universal) shelf to enable an aggregate US$500,000,000 of securities to be offered pursuant to the combined prospectus. No separate registration fee is payable with respect to the US$199,760,000 of unsold securities which were previously registered on the Prior Registration Statement. |
|
Combined Prospectus: 2 |
|
Combined Prospectus Table |
|
Rule 429 |
true
|
Security Type |
Equity
|
Security Class Title |
First PreferenceShares
|
Maximum Aggregate Offering Price of Securities Previously Registered |
$ 0
|
Form Type |
F-10
|
File Number |
333-267237
|
Initial Effective Date |
Sep. 02, 2022
|
Combined Prospectus Note |
(1) |
Pursuant to Rule 429 under the Securities Act, the prospectus included in this Registration Statement, to which this exhibit is attached, is a combined prospectus relating to this Registration Statement and to the registration statement on Form F-10 (File No. 333-267237), which became effective on September 2, 2022 (the “Prior Registration Statement”), relating to such indeterminate number of Common Shares, First Preference Shares, Second Preference Shares, Debt Securities, Warrants to Purchase Common Shares, Warrants to Purchase First Preference Shares, Warrants to Purchase Second Preference Shares, Warrants to Purchase Debt Securities and Subscription Receipts and units consisting of two or more of any such securities of the Registrant as shall have an aggregate initial offering price not to exceed US$500,000,000, of which US$199,760,000 remains unsold under the Prior Registration Statement. This Registration Statement combines the remaining US$199,760,000 of unsold securities from the Prior Registration Statement with an additional US$300,240,000 of unallocated (universal) shelf to enable an aggregate US$500,000,000 of securities to be offered pursuant to the combined prospectus. No separate registration fee is payable with respect to the US$199,760,000 of unsold securities which were previously registered on the Prior Registration Statement. |
|
Combined Prospectus: 3 |
|
Combined Prospectus Table |
|
Rule 429 |
true
|
Security Type |
Equity
|
Security Class Title |
SecondPreference Shares
|
Maximum Aggregate Offering Price of Securities Previously Registered |
$ 0
|
Form Type |
F-10
|
File Number |
333-267237
|
Initial Effective Date |
Sep. 02, 2022
|
Combined Prospectus Note |
(1) |
Pursuant to Rule 429 under the Securities Act, the prospectus included in this Registration Statement, to which this exhibit is attached, is a combined prospectus relating to this Registration Statement and to the registration statement on Form F-10 (File No. 333-267237), which became effective on September 2, 2022 (the “Prior Registration Statement”), relating to such indeterminate number of Common Shares, First Preference Shares, Second Preference Shares, Debt Securities, Warrants to Purchase Common Shares, Warrants to Purchase First Preference Shares, Warrants to Purchase Second Preference Shares, Warrants to Purchase Debt Securities and Subscription Receipts and units consisting of two or more of any such securities of the Registrant as shall have an aggregate initial offering price not to exceed US$500,000,000, of which US$199,760,000 remains unsold under the Prior Registration Statement. This Registration Statement combines the remaining US$199,760,000 of unsold securities from the Prior Registration Statement with an additional US$300,240,000 of unallocated (universal) shelf to enable an aggregate US$500,000,000 of securities to be offered pursuant to the combined prospectus. No separate registration fee is payable with respect to the US$199,760,000 of unsold securities which were previously registered on the Prior Registration Statement. |
|
Combined Prospectus: 4 |
|
Combined Prospectus Table |
|
Rule 429 |
true
|
Security Type |
Debt
|
Security Class Title |
Debt Securities
|
Maximum Aggregate Offering Price of Securities Previously Registered |
$ 0
|
Form Type |
F-10
|
File Number |
333-267237
|
Initial Effective Date |
Sep. 02, 2022
|
Combined Prospectus Note |
(1) |
Pursuant to Rule 429 under the Securities Act, the prospectus included in this Registration Statement, to which this exhibit is attached, is a combined prospectus relating to this Registration Statement and to the registration statement on Form F-10 (File No. 333-267237), which became effective on September 2, 2022 (the “Prior Registration Statement”), relating to such indeterminate number of Common Shares, First Preference Shares, Second Preference Shares, Debt Securities, Warrants to Purchase Common Shares, Warrants to Purchase First Preference Shares, Warrants to Purchase Second Preference Shares, Warrants to Purchase Debt Securities and Subscription Receipts and units consisting of two or more of any such securities of the Registrant as shall have an aggregate initial offering price not to exceed US$500,000,000, of which US$199,760,000 remains unsold under the Prior Registration Statement. This Registration Statement combines the remaining US$199,760,000 of unsold securities from the Prior Registration Statement with an additional US$300,240,000 of unallocated (universal) shelf to enable an aggregate US$500,000,000 of securities to be offered pursuant to the combined prospectus. No separate registration fee is payable with respect to the US$199,760,000 of unsold securities which were previously registered on the Prior Registration Statement. |
|
Combined Prospectus: 5 |
|
Combined Prospectus Table |
|
Rule 429 |
true
|
Security Type |
Other
|
Security Class Title |
Warrants toPurchaseCommon Shares
|
Maximum Aggregate Offering Price of Securities Previously Registered |
$ 0
|
Form Type |
F-10
|
File Number |
333-267237
|
Initial Effective Date |
Sep. 02, 2022
|
Combined Prospectus Note |
(1) |
Pursuant to Rule 429 under the Securities Act, the prospectus included in this Registration Statement, to which this exhibit is attached, is a combined prospectus relating to this Registration Statement and to the registration statement on Form F-10 (File No. 333-267237), which became effective on September 2, 2022 (the “Prior Registration Statement”), relating to such indeterminate number of Common Shares, First Preference Shares, Second Preference Shares, Debt Securities, Warrants to Purchase Common Shares, Warrants to Purchase First Preference Shares, Warrants to Purchase Second Preference Shares, Warrants to Purchase Debt Securities and Subscription Receipts and units consisting of two or more of any such securities of the Registrant as shall have an aggregate initial offering price not to exceed US$500,000,000, of which US$199,760,000 remains unsold under the Prior Registration Statement. This Registration Statement combines the remaining US$199,760,000 of unsold securities from the Prior Registration Statement with an additional US$300,240,000 of unallocated (universal) shelf to enable an aggregate US$500,000,000 of securities to be offered pursuant to the combined prospectus. No separate registration fee is payable with respect to the US$199,760,000 of unsold securities which were previously registered on the Prior Registration Statement. |
|
Combined Prospectus: 6 |
|
Combined Prospectus Table |
|
Rule 429 |
true
|
Security Type |
Other
|
Security Class Title |
Warrants toPurchase FirstPreferenceShares
|
Maximum Aggregate Offering Price of Securities Previously Registered |
$ 0
|
Form Type |
F-10
|
File Number |
333-267237
|
Initial Effective Date |
Sep. 02, 2022
|
Combined Prospectus Note |
(1) |
Pursuant to Rule 429 under the Securities Act, the prospectus included in this Registration Statement, to which this exhibit is attached, is a combined prospectus relating to this Registration Statement and to the registration statement on Form F-10 (File No. 333-267237), which became effective on September 2, 2022 (the “Prior Registration Statement”), relating to such indeterminate number of Common Shares, First Preference Shares, Second Preference Shares, Debt Securities, Warrants to Purchase Common Shares, Warrants to Purchase First Preference Shares, Warrants to Purchase Second Preference Shares, Warrants to Purchase Debt Securities and Subscription Receipts and units consisting of two or more of any such securities of the Registrant as shall have an aggregate initial offering price not to exceed US$500,000,000, of which US$199,760,000 remains unsold under the Prior Registration Statement. This Registration Statement combines the remaining US$199,760,000 of unsold securities from the Prior Registration Statement with an additional US$300,240,000 of unallocated (universal) shelf to enable an aggregate US$500,000,000 of securities to be offered pursuant to the combined prospectus. No separate registration fee is payable with respect to the US$199,760,000 of unsold securities which were previously registered on the Prior Registration Statement. |
|
Combined Prospectus: 7 |
|
Combined Prospectus Table |
|
Rule 429 |
true
|
Security Type |
Other
|
Security Class Title |
Warrants toPurchaseSecondPreferenceShares
|
Maximum Aggregate Offering Price of Securities Previously Registered |
$ 0
|
Form Type |
F-10
|
File Number |
333-267237
|
Initial Effective Date |
Sep. 02, 2022
|
Combined Prospectus Note |
(1) |
Pursuant to Rule 429 under the Securities Act, the prospectus included in this Registration Statement, to which this exhibit is attached, is a combined prospectus relating to this Registration Statement and to the registration statement on Form F-10 (File No. 333-267237), which became effective on September 2, 2022 (the “Prior Registration Statement”), relating to such indeterminate number of Common Shares, First Preference Shares, Second Preference Shares, Debt Securities, Warrants to Purchase Common Shares, Warrants to Purchase First Preference Shares, Warrants to Purchase Second Preference Shares, Warrants to Purchase Debt Securities and Subscription Receipts and units consisting of two or more of any such securities of the Registrant as shall have an aggregate initial offering price not to exceed US$500,000,000, of which US$199,760,000 remains unsold under the Prior Registration Statement. This Registration Statement combines the remaining US$199,760,000 of unsold securities from the Prior Registration Statement with an additional US$300,240,000 of unallocated (universal) shelf to enable an aggregate US$500,000,000 of securities to be offered pursuant to the combined prospectus. No separate registration fee is payable with respect to the US$199,760,000 of unsold securities which were previously registered on the Prior Registration Statement. |
|
Combined Prospectus: 8 |
|
Combined Prospectus Table |
|
Rule 429 |
true
|
Security Type |
Other
|
Security Class Title |
Warrants toPurchase DebtSecurities
|
Maximum Aggregate Offering Price of Securities Previously Registered |
$ 0
|
Form Type |
F-10
|
File Number |
333-267237
|
Initial Effective Date |
Sep. 02, 2022
|
Combined Prospectus Note |
(1) |
Pursuant to Rule 429 under the Securities Act, the prospectus included in this Registration Statement, to which this exhibit is attached, is a combined prospectus relating to this Registration Statement and to the registration statement on Form F-10 (File No. 333-267237), which became effective on September 2, 2022 (the “Prior Registration Statement”), relating to such indeterminate number of Common Shares, First Preference Shares, Second Preference Shares, Debt Securities, Warrants to Purchase Common Shares, Warrants to Purchase First Preference Shares, Warrants to Purchase Second Preference Shares, Warrants to Purchase Debt Securities and Subscription Receipts and units consisting of two or more of any such securities of the Registrant as shall have an aggregate initial offering price not to exceed US$500,000,000, of which US$199,760,000 remains unsold under the Prior Registration Statement. This Registration Statement combines the remaining US$199,760,000 of unsold securities from the Prior Registration Statement with an additional US$300,240,000 of unallocated (universal) shelf to enable an aggregate US$500,000,000 of securities to be offered pursuant to the combined prospectus. No separate registration fee is payable with respect to the US$199,760,000 of unsold securities which were previously registered on the Prior Registration Statement. |
|
Combined Prospectus: 9 |
|
Combined Prospectus Table |
|
Rule 429 |
true
|
Security Type |
Other
|
Security Class Title |
SubscriptionReceipts
|
Maximum Aggregate Offering Price of Securities Previously Registered |
$ 0
|
Form Type |
F-10
|
File Number |
333-267237
|
Initial Effective Date |
Sep. 02, 2022
|
Combined Prospectus Note |
(1) |
Pursuant to Rule 429 under the Securities Act, the prospectus included in this Registration Statement, to which this exhibit is attached, is a combined prospectus relating to this Registration Statement and to the registration statement on Form F-10 (File No. 333-267237), which became effective on September 2, 2022 (the “Prior Registration Statement”), relating to such indeterminate number of Common Shares, First Preference Shares, Second Preference Shares, Debt Securities, Warrants to Purchase Common Shares, Warrants to Purchase First Preference Shares, Warrants to Purchase Second Preference Shares, Warrants to Purchase Debt Securities and Subscription Receipts and units consisting of two or more of any such securities of the Registrant as shall have an aggregate initial offering price not to exceed US$500,000,000, of which US$199,760,000 remains unsold under the Prior Registration Statement. This Registration Statement combines the remaining US$199,760,000 of unsold securities from the Prior Registration Statement with an additional US$300,240,000 of unallocated (universal) shelf to enable an aggregate US$500,000,000 of securities to be offered pursuant to the combined prospectus. No separate registration fee is payable with respect to the US$199,760,000 of unsold securities which were previously registered on the Prior Registration Statement. |
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Combined Prospectus: 10 |
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Combined Prospectus Table |
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Rule 429 |
true
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Security Type |
Unallocated (Universal) Shelf
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Maximum Aggregate Offering Price of Securities Previously Registered |
$ 199,760,000
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Form Type |
F-10
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File Number |
333-267237
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Initial Effective Date |
Sep. 02, 2022
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Combined Prospectus Note |
(1) |
Pursuant to Rule 429 under the Securities Act, the prospectus included in this Registration Statement, to which this exhibit is attached, is a combined prospectus relating to this Registration Statement and to the registration statement on Form F-10 (File No. 333-267237), which became effective on September 2, 2022 (the “Prior Registration Statement”), relating to such indeterminate number of Common Shares, First Preference Shares, Second Preference Shares, Debt Securities, Warrants to Purchase Common Shares, Warrants to Purchase First Preference Shares, Warrants to Purchase Second Preference Shares, Warrants to Purchase Debt Securities and Subscription Receipts and units consisting of two or more of any such securities of the Registrant as shall have an aggregate initial offering price not to exceed US$500,000,000, of which US$199,760,000 remains unsold under the Prior Registration Statement. This Registration Statement combines the remaining US$199,760,000 of unsold securities from the Prior Registration Statement with an additional US$300,240,000 of unallocated (universal) shelf to enable an aggregate US$500,000,000 of securities to be offered pursuant to the combined prospectus. No separate registration fee is payable with respect to the US$199,760,000 of unsold securities which were previously registered on the Prior Registration Statement. |
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