6-K
Ero Copper Corp. (ERO)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
For the month of November 2023
Commission File Number 001-40459
ERO COPPER CORP.
(Translation of registrant's name into English)
625 Howe Street, Suite 1050
Vancouver, British Columbia V6C 2T6
Canada
(Address of 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 x
Exhibit 99.1 of this Form 6-K is incorporated by reference as an additional exhibit to the registrant’s Registration Statement on Form F-10 (File NO. 333-274097)
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.
| Ero Copper Corp. | ||
|---|---|---|
| By: | /s/ Deepk Hundal | |
| Name: Deepk Hundal | ||
| Title: SVP, General Counsel and Corporate Secretary | ||
| Date: November 6, 2023 |
Exhibit Index
| Exhibit Number | Description of Document |
|---|---|
| 99.1 | Press Release dated November 6, 2023 |
Exhibit 99.1
| TSX: ERO<br><br><br><br>NYSE: ERO |
|---|
November 6, 2023
Ero Copper Announces US$105 Million BoughtDeal Financing
Vancouver, British Columbia – Ero Copper Corp. (TSX: ERO, NYSE: ERO) ("Ero" or the “Company”) has announced today that it has entered into an agreement with a syndicate of underwriters, led by BMO Capital Markets (collectively, the “Underwriters”), under which the Underwriters have agreed to purchase, on a bought deal basis, 8,510,000 common shares (the “Common Shares”), at a price of US$12.35 per Common Share for gross proceeds of approximately US$105 million (the “Offering”). The Company has granted the Underwriters an option, exercisable at the offering price for a period of 30 days following the closing of the Offering, to purchase up to an additional 15% of the Offering to cover over-allotments, if any, and for market stabilization purposes. The Offering is expected to close on or about November 14, 2023 and is subject to the Company receiving all necessary regulatory approvals, including the approval of the Toronto Stock Exchange and New York Stock Exchange.
The net proceeds from the Offering will be used to advance growth initiatives at the Company’s Tucumã Project and Caraíba Operations, advance regional exploration programs, as well as for general corporate and working capital purposes.
The Common Shares are being offered for sale pursuant to the Offering in all of the provinces and territories of Canada, other than Quebec, by way of a Canadian prospectus supplement (the “Prospectus Supplement”) to the Company’s Canadian short form base shelf prospectus dated August 18, 2023 (the “Base Shelf Prospectus”). The Common Shares are being offered for sale in the public offering in the United States pursuant to an effective registration statement on Form F-10 (the “Registration Statement”) filed under the Canada/U.S. multi-jurisdictional disclosure system. Before investing, prospective purchasers in Canada should read the Prospectus Supplement, the Base Shelf Prospectus, and the documents incorporated by reference therein, and prospective purchasers in the United States should read the Registration Statement and the documents incorporated by reference therein for more complete information about the Company and the Offering. Common Shares may also be offered on a private placement basis in other international jurisdictions in reliance on applicable private placement exemptions.
Copies of the Prospectus Supplement, the Base Shelf Prospectus, and the Registration Statement, when available, may be obtained upon request in Canada by contacting BMO Nesbitt Burns Inc., 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, and in the United States by contacting BMO Capital Markets Corp., Attn: Equity Syndicate Department, 151 W 42nd Street, 32nd Floor, New York, NY 10036, or by telephone at (800) 414-3627 or by email at bmoprospectus@bmo.com. Copies of the applicable offering documents, when available, can be obtained free of charge under the Company’s profile on SEDAR+ at www.sedarplus.ca/ landingpage/ and EDGAR at www.sec.gov.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
ABOUT ERO COPPER CORP
Ero is a high-margin, high-growth, low carbon-intensity copper producer with operations in Brazil and corporate headquarters in Vancouver, B.C. The Company's primary asset is a 99.6% interest in the Brazilian copper mining company, Mineração Caraíba S.A. ("MCSA"), 100% owner of the Company's Caraíba Operations (formerly known as the MCSA Mining Complex), which are located in the Curaçá Valley, Bahia State, Brazil and include the Pilar and Vermelhos underground mines and the Surubim open pit mine, and the Tucumã Project (formerly known as Boa Esperança), an IOCG-type copper project located in Pará, Brazil. The Company also owns 97.6% of NX Gold S.A. ("NX Gold") which owns the Xavantina Operations (formerly known as the NX Gold Mine), comprised of an operating gold and silver mine located in Mato Grosso, Brazil. Additional information on the Company and its operations, including technical reports on the Caraíba Operations, Xavantina Operations and Tucumã Project, can be found on SEDAR+ (www.sedarplus.ca/ landingpage/), and on EDGAR (www.sec.gov). The Company’s shares are publicly traded on the Toronto Stock Exchange and the New York Stock Exchange under the symbol “ERO”.
FOR MORE INFORMATION, PLEASECONTACT
Courtney Lynn, SVP, Corporate Development, Investor Relations & Sustainability
(604) 335-7504
info@erocopper.com
CAUTION REGARDING FORWARD LOOKING INFORMATION AND STATEMENTS
This press release contains “forward-lookingstatements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 and “forward-lookinginformation” within the meaning of applicable Canadian securities legislation (collectively, “forward-looking statements”).Forward-looking statements include statements that use forward-looking terminology such as “may”, “could”, “would”, “will”, “should”, “intend”, “target”, “plan”, “expect”, “budget”, “estimate”, “forecast”, “schedule”, “anticipate”, “believe”, “continue”, “potential”, “view” or the negative or grammatical variation thereof or other variations thereof or comparableterminology. Forward-looking statements may include, but are not limited to, statements with respect to the general terms of the Offering,the closing date of the Offering, regulatory approvals in respect of the Offering, and the use of proceeds from the Offering.
Forward-looking statements are subject toa variety of known and unknown risks, uncertainties and other factors that could cause actual results, actions, events, conditions, performanceor achievements to materially differ from those expressed or implied by the forward-looking statements, including, without limitation,risks discussed in this press release and in the Base Shelf Prospectus and the documents incorporated by reference therein. The risksdiscussed in this press release and in the Base Shelf Prospectus and the documents incorporated by reference therein are not exhaustiveof the factors that may affect any of the Company’s forward-looking statements. Although the Company has attempted to identifyimportant factors that could cause actual results, actions, events, conditions, performance or achievements to differ materially fromthose contained in forward-looking statements, there may be other factors that cause results, actions, events, conditions, performanceor achievements to differ from those anticipated, estimated or intended.
Forward-looking statements are not a guaranteeof future performance. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and futureevents could differ materially from those anticipated in such statements. Forward-looking statements involve statements about the futureand are inherently uncertain, and the Company’s actual results, achievements or other future events or conditions may differ materiallyfrom those reflected in the forward-looking statements due to a variety of risks, uncertainties and other factors, including, withoutlimitation, those referred to herein and in the Base Shelf Prospectus and the documents incorporated by reference therein.
The Company’s forward-looking statementsare based on the assumptions, beliefs, expectations and opinions of management on the date the statements are made, many of which maybe difficult to predict and beyond the Company’s control. In connection with the forward-looking statements contained in this pressrelease and in the Base Shelf Prospectus and the documents incorporated by reference therein, the Company has made certain assumptionsabout, among other things: continued effectiveness of the measures taken by the Company to mitigate the possible impact of COVID-19 onits workforce and operations; favourable equity and debt capital markets; the ability to raise any necessary additional capital on reasonableterms to advance the production, development and exploration of the Company’s properties and assets; future prices of copper, goldand other metal prices; the timing and results of exploration and drilling programs; the accuracy of any mineral reserve and mineralresource estimates; the geology of the Caraíba Operations, the Xavantina Operations and the Tucumã Project being as describedin the respective technical report for each property; production costs; the accuracy of budgeted exploration, development and constructioncosts and expenditures; the price of other commodities such as fuel; future currency exchange rates and interest rates; operating conditionsbeing favourable such that the Company is able to operate in a safe, efficient and effective manner; work force continuing to remainhealthy in the face of prevailing epidemics, pandemics or other health risks (including COVID-19), political and regulatory stability;the receipt of governmental, regulatory and third party approvals, licenses and permits on favourable terms; obtaining required renewalsfor existing approvals, licenses and permits on favourable terms; requirements under applicable laws; sustained labour stability; stabilityin financial and capital goods markets; availability of equipment; positive relations with local groups and the Company’s abilityto meet its obligations under its agreements with such groups; and satisfying the terms and conditions of the Company’s currentloan arrangements. Although the Company believes that the assumptions inherent in forward-looking statements are reasonable as of thedate of this press release, these assumptions are subject to significant business, social, economic, political, regulatory, competitiveand other risks and uncertainties, contingencies and other factors that could cause actual actions, events, conditions, results, performanceor achievements to be materially different from those projected in the forward-looking statements. The Company cautions that the foregoinglist of assumptions is not exhaustive. Other events or circumstances could cause actual results to differ materially from those estimatedor projected and expressed in, or implied by, the forward-looking statements contained in this press release. There can be no assurancethat forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipatedin such statements. Accordingly, readers should not place undue reliance on forward-looking statements.
Forward-looking statements contained hereinare made as of the date of this press release and the Company disclaims any obligation to update or revise any forward-looking statement,whether as a result of new information, future events or results or otherwise, except as and to the extent required by applicable securitieslaws.