6-K
Collective Mining Ltd. (CNL)
UNITED STATES
SECURITIESAND EXCHANGE COMMISSION
Washington,D.C. 20549
Form6-K
REPORTOF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of October, 2024
Commission File Number: 001-42170
CollectiveMining Ltd.
(Translation of registrant’s name into English)
82Richmond Street East, 4th Floor
Toronto,Ontario
Canada,M5C 1P1
(Addressof principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☐ Form 40-F ☒
EXHIBIT INDEX
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Collective Mining Ltd. | ||
|---|---|---|
| Date: October 25, 2024 | ||
| By: | /s/ Paul Begin | |
| Name: | Paul Begin | |
| Title: | Chief Financial Officer and Corporate Secretary |
2
Exhibit 99.1
| Collective Mining Ltd.<br><br> <br>Treasury Offering of Common Shares<br><br> <br>October 25, 2024 | |
|---|---|
| A final base shelf prospectus containing important information relating to the securities described in this document has been filed with the securities regulatory authorities in all of the provinces and territories of Canada, other than Québec and Nunavut. The Common Shares will be offered by way of a prospectus supplement to the final base shelf prospectus. A copy of the final base shelf prospectus, any amendment to the final base shelf prospectus and any applicable shelf prospectus supplement may be obtained upon request in Canada by contacting BMO Nesbitt Burns Inc. (“BMO Capital Markets”), Brampton Distribution Centre C/O The Data Group of Companies, 9195 Torbram Road, Brampton, Ontario, L6S 6H2 by telephone at 905-791-3151 Ext 4312 or by email at torbramwarehouse@datagroup.ca.<br><br> <br><br><br> <br>This document does not provide full disclosure of all material facts relating to the Common Shares. Investors should read the final base shelf prospectus, any amendment and any applicable prospectus supplement, for disclosure of those facts, especially risk factors relating to the Common Shares, before making an investment decision.<br><br> <br>**** | |
| Revised Terms and Conditions | |
| Issuer: | Collective Mining Ltd. (the “Company”). |
| Offering: | Treasury offering of 7,000,000 common shares (“Common<br> Shares”) |
| Offering Price: | C$5.00 per Common Share |
| Issue Amount: | C$35,000,000 |
| Over-Allotment Option:<br><br> <br>**** | The Company has granted the Underwriters an option,<br> exercisable, in whole or in part, at any time until and including 30 days following the closing of the Offering, to purchase up to an<br> additional 15% of the Offering at the Offering Price to cover over-allotments, if any. |
| Use of Proceeds: | The Company intends to use the net proceeds from<br> the Offering to fund ongoing work programs to advance the Guayabales Project, to pursue other exploration and development opportunities,<br> and for working capital and general corporate purposes. |
| Form of Offering: | Bought deal by way of a prospectus supplement<br> to be filed in all provinces and territories of Canada, other than Québec and Nunavut. U.S. sales by private placement via Section<br> 4(a)(2). In jurisdictions outside of Canada and the United States as are agreed to by the Company and the Underwriters on a private placement<br> or equivalent basis. |
| Listing: | An application will be made to list the Common<br> Shares on the Toronto Stock Exchange (the “TSX”) and the NYSE American. The existing common shares are listed on the TSX and<br> NYSE American under the symbol “CNL”. |
| Eligibility: | Eligible for RRSPs, RRIFs, RESPs, TFSAs, RDSPs,<br> DPSPs, and FHSAs. |
| Sole Bookrunner: | BMO Capital Markets |
| Commission: | 6.00% (subject to a reduction to 2.00% on President’s<br> List orders) |
| Closing: | October 31, 2024. |
Exhibit 99.2
| Collective Mining Ltd.<br><br> <br>Treasury Offering of Common Shares<br><br> <br>October 24, 2024 | |
|---|---|
| A final base shelf prospectus containing important information relating to the securities described in this document has been filed with the securities regulatory authorities in all of the provinces and territories of Canada, other than Québec and Nunavut. The Common Shares will be offered by way of a prospectus supplement to the final base shelf prospectus. A copy of the final base shelf prospectus, any amendment to the final base shelf prospectus and any applicable shelf prospectus supplement may be obtained upon request in Canada by contacting BMO Nesbitt Burns Inc. (“BMO Capital Markets”), Brampton Distribution Centre C/O The Data Group of Companies, 9195 Torbram Road, Brampton, Ontario, L6S 6H2 by telephone at 905-791-3151 Ext 4312 or by email at torbramwarehouse@datagroup.ca.<br><br> <br><br><br> <br>This document does not provide full disclosure of all material facts relating to the Common Shares. Investors should read the final base shelf prospectus, any amendment and any applicable prospectus supplement, for disclosure of those facts, especially risk factors relating to the Common Shares, before making an investment decision.<br><br> <br>**** | |
| Terms and Conditions | |
| Issuer: | Collective Mining Ltd. (the “Company”). |
| Offering: | Treasury offering of 6,000,000 common shares (“Common<br> Shares”) |
| Offering Price: | C$5.00 per Common Share |
| Issue Amount: | C$30,000,000 |
| Over-Allotment Option:<br><br> <br>**** | The Company has granted the Underwriters an option,<br> exercisable, in whole or in part, at any time until and including 30 days following the closing of the Offering, to purchase up to an<br> additional 15% of the Offering at the Offering Price to cover over-allotments, if any. |
| Use of Proceeds: | The Company intends to use the net proceeds from<br> the Offering to fund ongoing work programs to advance the Guayabales Project, to pursue other exploration and development opportunities,<br> and for working capital and general corporate purposes. |
| Form of Offering: | Bought deal by way of a prospectus supplement<br> to be filed in all provinces and territories of Canada, other than Québec and Nunavut. U.S. sales by private placement via Section<br> 4(a)(2). In jurisdictions outside of Canada and the United States as are agreed to by the Company and the Underwriters on a private placement<br> or equivalent basis. |
| Listing: | An application will be made to list the Common<br> Shares on the Toronto Stock Exchange (the “TSX”) and the NYSE American. The existing common shares are listed on the TSX and<br> NYSE American under the symbol “CNL”. |
| Eligibility: | Eligible for RRSPs, RRIFs, RESPs, TFSAs, RDSPs,<br> DPSPs, and FHSAs. |
| Sole Bookrunner: | BMO Capital Markets |
| Commission: | 6.00% (subject to a reduction to 2.00% on President’s<br> List orders) |
| Closing: | October 31, 2024. |
Exhibit 99.3
PRESS RELEASE
COLLECTIVE MINING INCREASES PREVIOUSLY ANNOUNCEDBOUGHT DEAL FINANCING TO C$35 MILLION
THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY ANDIS NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES
Toronto, Ontario, October 25, 2024 –Collective Mining Ltd. (NYSE: CNL, TSX: CNL) (“Collective” or the “Company”) is pleased to announce that due to strong demand, it has increased the size of the previously announced bought deal of common shares to 7,000,000 common shares (the “Common Shares”) at a price of C$5.00 for gross proceeds of C$35 million (the “Offering”). The company previously entered into an agreement with BMO Capital Markets as sole bookrunner on behalf of a syndicate of underwriters including Clarus Securities Inc. and Scotia Capital, among others (collectively, the “Underwriters”). The Company has granted the Underwriters an option (the “Over-allotment Option”), exercisable in whole or in part, to purchase up to an additional 1,050,000 Common Shares for a period of 30 days from and including the closing date of the Offering to cover over-allotments, if any, and for market stabilization purposes. The Underwriters shall be under no obligation whatsoever to exercise the Over-allotment Option in whole or in part. If the Over-allotment Option is exercised in full, the aggregate gross proceeds of the Offering will be approximately C$40 million. The offering is expected to close on or about October 31, 2024 and is subject to Collective receiving all necessary regulatory approvals.
The Company intends to use the net proceeds from the Offering to fund ongoing work programs to advance the Guayabales Project, to pursue other exploration and development opportunities, and for working capital and general corporate purposes.
The Common Shares will be offered by way of: (i) a prospectus supplement (the “Prospectus Supplement”) to Collective’s short form base shelf prospectus dated December 4, 2023, which Prospectus Supplement will be filed with the securities commissions and other similar regulatory authorities in each of the provinces and territories of Canada, except Québec and Nunavut, within two business days; (ii) in the United States or to or for the account or benefit of “U.S. persons” as defined by Regulation S under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), by way of private placement pursuant to the exemption from registration provided for under Section 4(a)(2) of U.S. Securities Act and the applicable securities laws of any state of the United States; and (iii) in jurisdictions outside of Canada and the United States as are agreed to by the Company and the Underwriters on a private placement or equivalent basis.
When available, the Prospectus Supplement may be accessed for free on the System for Electronic Document Analysis and Retrieval (“SEDAR+”) at www.sedarplus.ca. Alternatively, copies when available, may be obtained upon request by contacting BMO Nesbitt Burns Inc. by mail at Brampton Distribution Centre c/o The Data Group of Companies, 9195 Torbram Road, Brampton, ON, L6S 6H2, by telephone at 905-791-3151 Ext 4312, or by email at torbramwarehouse@datagroup.ca.
The securities being offered have not been, nor will they be, registered under the U.S. Securities Act, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from the U.S. registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.
About Collective Mining Ltd.
To see our latest corporate presentation and related information, please visit www.collectivemining.com
Founded by the team that developed and sold Continental Gold Inc. to Zijin Mining for approximately $2 billion in enterprise value, Collective is a copper, silver, gold and tungsten exploration company with projects in Caldas, Colombia. The Company has options to acquire 100% interests in two projects located directly within an established mining camp with ten fully permitted and operating mines.
The Company’s flagship project, Guayabales, is anchored by the Apollo system, which hosts the large-scale, bulk-tonnage and high-grade gold-silver-copper-tungsten Apollo porphyry system. The Company’s 2024 objective is to expand the Apollo system, step out along strike to expand the recently discovered Trap system and make a new discovery at either the Tower, X or Plutus targets.
Management, insiders, a strategic investor and close family and friends own nearly 50% of the outstanding shares of the Company and as a result, are fully aligned with shareholders. The Company is listed on the NYSE under the trading symbol “CNL”, on the TSX under the trading symbol “CNL”, on the FSE under the trading symbol “GG1”.
Investors and Media
Follow Executive Chairman Ari Sussman (@Ariski73) on X
Follow Collective Mining (@CollectiveMini1) on X, (Collective Mining) on LinkedIn, and (@collectivemining) on Instagram
Investors and Media
Paul Begin, Chief Financial Officer
p.begin@collectivemining.com
+1 (416) 451-2727
FORWARD-LOOKING STATEMENTS
This news release contains “forward-looking statements” and “forward-looking information” within the meaning of applicable securities legislation (collectively, “forward-looking statements”). All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussion with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often, but not always using phrases such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, or “believes” or variations (including negative variations) of such words and phrases, or state that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved) are not statements of historical fact and may be forward-looking statements. In this news release, forward-looking statements relate, among other things, to: filing of the Prospectus Supplement; receipt of all regulatory approvals in connection with the Offering; the completion of the Offering and the proposed use of the net proceeds therefrom; the anticipated advancement of mineral properties or programs; future operations; future discoveries; future growth potential of Collective; and future development plans.
These forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding future events including the direction of our business. Management believes that these assumptions are reasonable. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such factors include, among others: risks related to the speculative nature of the Company’s business; the Company’s formative stage of development; the Company’s financial position; possible variations in mineralization, grade or recovery rates; actual results of current exploration activities; conclusions of future economic evaluations; fluctuations in general macroeconomic conditions; fluctuations in securities markets; fluctuations in spot and forward prices of gold, precious and base metals or certain other commodities; fluctuations in currency markets; change in national and local government, legislation, taxation, controls regulations and political or economic developments; risks and hazards associated with the business of mineral exploration, development and mining (including environmental hazards, industrial accidents, unusual or unexpected formation pressures, cave-ins and flooding); inability to obtain adequate insurance to cover risks and hazards; the presence of laws and regulations that may impose restrictions on mining; employee relations; relationships with and claims by local communities and indigenous populations; availability of increasing costs associated with mining inputs and labour; the speculative nature of mineral exploration and development (including the risks of obtaining necessary licenses, permits and approvals from government authorities); and title to properties, as well as those risk factors discussed or referred to in the annual information form of the Company dated March 27, 2024. Forward-looking statements contained herein are made as of the date of this news release and the Company disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or results, except as may be required by applicable securities laws. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements and there may be other factors that cause results not to be anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking statements.