Endeavour Silver Completes US$350 Million Offering of Convertible Senior Notes

Rhea-AI Summary

Endeavour Silver (NYSE: EXK) closed a US$350 million offering of 0.25% unsecured convertible senior notes due 2031, which includes the full exercise of a US$50 million option. The initial conversion rate is 80.2890 shares per US$1,000 (about US$12.455 per share).

Net proceeds are intended to repay the company's senior secured credit facility, fund advancement of the Pitarrilla project in Durango, Mexico, and for general corporate purposes, including strategic opportunities. The Notes and shares issuable on conversion are not registered under the U.S. Securities Act and were offered only to qualified institutional buyers and outside the U.S. under Regulation S.

Positive

• US$350 million raised including full US$50 million option
• Conversion price set at approximately US$12.455 per share
• Proceeds earmarked to repay senior secured credit facility
• Proceeds to fund Pitarrilla project advancement

Negative

• Notes are unsecured, maturing in 2031
• Potential share dilution if Notes convert at US$12.455
• Securities not registered in U.S. or Canada, limiting resale

Key Figures

Convertible notes size US$350 million Aggregate principal amount of unsecured convertible senior notes due 2031

Purchasers’ option US$50 million Option to increase note offering; exercised in full at closing

Coupon rate 0.25% Semi-annual cash interest on convertible senior notes

Conversion rate 80.2890 shares / US$1,000 Initial conversion rate into common shares for each US$1,000 note

Conversion price US$12.4550 per share Initial implied conversion price of the notes

Maturity year 2031 Stated maturity of the convertible senior notes

Market Reality Check

$8.92 Last Close

Volume Volume 13.33M is 2% above the 20-day average, indicating typical trading interest into the note closing. normal

Technical Trading 61% above 200-day MA, at $8.92 vs. MA200 of $5.55, despite recent financing-driven weakness.

Peers on Argus

Silver and precious metals peers like SVM, MAG, AG, CGAU and ERO were also down between about -0.8% and -2.2%, but EXK’s -3.46% pre-news move was somewhat weaker, pointing to a mix of sector pressure and stock-specific financing effects.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Dec 01	Convertible notes pricing	Negative	-5.3%	Pricing of US$300–350M convertible notes with premium conversion terms.
Dec 01	Convertible notes launch	Negative	-5.3%	Announcement of US$300M private convertible notes offering and use of proceeds.
Nov 24	Mine sale agreement	Positive	+6.1%	Agreement to sell Bolañitos mine for up to US$50M in cash and shares.
Nov 07	Q3 2025 earnings	Negative	-1.6%	Higher production and revenue offset by net loss and higher cash costs.
Oct 16	Terronera production	Positive	+7.0%	Commercial production declared at Terronera after strong commissioning performance.

Pattern Detected

Recent history shows EXK typically selling off on financing/earnings headlines while rallying on operational milestones and asset sales, with market reactions generally aligned to the news tone.

Recent Company History

Over the last few months, Endeavour Silver has combined growth milestones with balance sheet actions. The company declared commercial production at Terronera on Oct 1, 2025, which was followed by positive price reactions. Q3 2025 results showed higher production and revenue but a $42.0M net loss, prompting a modest decline. Strategic portfolio moves included an agreement to sell the Bolañitos mine for up to US$50M. More recently, the market reacted negatively to announcements and pricing of the convertible notes offering, to which today’s closing announcement directly relates.

Historical Comparison

offering

+6.3 %

Average Historical Move

Historical Analysis

In the past six months, EXK disclosed two offering-related events with an average move of 6.34%, showing mixed reactions: a positive response to the ATM program and a negative one to the convertible notes pricing. Today’s closing confirms the full US$350M size already signaled earlier.

Typical Pattern

Capital-raising evolved from a <b>US$60M</b> ATM in July 2025 to a larger <b>US$350M</b> convertible notes financing in December 2025, both partly directed toward Pitarrilla and balance sheet needs.

Regulatory & Risk Context

Short Interest

10.85%

0% 15% 30%+

moderate

Short interest at 10.85% of float and 3.29 days to cover indicates a moderately crowded short base that can amplify moves in either direction around financing and operational news.

Market Pulse Summary

This announcement confirms the closing of Endeavour Silver’s US$350M 0.25% convertible senior notes due 2031, including full exercise of the US$50M option. Proceeds are earmarked to repay its senior secured credit facility and advance the Pitarrilla project, following earlier news that pricing terms included a conversion price of about US$12.4550 per share. Investors may focus on how this financing interacts with the existing US$60M ATM, recent production gains at Terronera, and the company’s path to improving its balance sheet metrics.

Key Terms

convertible senior notes financial

"offering of US$350 million aggregate principal amount of 0.25% unsecured convertible senior notes due 2031"

Convertible senior notes are a type of loan that a company issues to investors, which can be turned into company shares later on. They are called "senior" because they are paid back before other debts if the company runs into trouble. This allows investors to earn interest like a loan but also have the chance to own part of the company if its value rises.

aggregate principal amount financial

"US$350 million aggregate principal amount of 0.25% unsecured convertible senior notes"

The aggregate principal amount is the total amount of money borrowed through a bond or loan that the borrower promises to repay. It’s like the original price tag on a loan or bond, showing how much money is involved in the deal. This number matters because it indicates the size of the debt and helps investors understand the scale of the borrowing.

initial conversion rate financial

"The initial conversion rate for the Notes is 80.2890 common shares of the Company"

The initial conversion rate is the percentage of investors or users who change from one status to another, such as from potential to active, after an initial interaction. It indicates how effectively a process or offering encourages people to take a desired action early on. For investors, a higher initial conversion rate suggests strong interest and a good chance of ongoing engagement or growth.

conversion price financial

"equivalent to an initial conversion price of approximately US$12.4550 per Share"

The conversion price is the fixed price at which a convertible security, like a bond or preferred stock, can be exchanged for shares of common stock. It acts like a set rate that determines how many shares an investor can receive if they choose to convert their investment. This helps investors understand the value and potential benefits of converting their securities into company shares.

qualified institutional buyers financial

"The Notes were offered only to "qualified institutional buyers" (as defined in Rule 144A"

Qualified institutional buyers are large organizations, like big investment firms or banks, that are allowed to buy certain types of investment opportunities not available to everyday investors. Their size and experience matter because it ensures they understand and can handle complex financial deals, making markets more efficient and secure.

Rule 144A regulatory

""qualified institutional buyers" (as defined in Rule 144A under the Securities Act)"

Rule 144A is a regulation that makes it easier for companies to sell private bonds to large investors without going through all the usual rules that apply to public sales. It matters because it helps companies raise money more quickly and privately, often attracting big investors looking for special deals.

Regulation S regulatory

"outside of the United States in accordance with the requirements of Regulation S under the Securities Act"

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

Securities Act of 1933 regulatory

"not been and will not be registered under the U.S. Securities Act of 1933, as amended"

The Securities Act of 1933 is a law that requires companies to share clear and truthful information when they sell ownership stakes, called securities, to the public. It helps protect investors from being misled or deceived by ensuring they have enough facts to make informed decisions. This law is important because it promotes transparency and trust in the financial markets.

AI-generated analysis. Not financial advice.

VANCOUVER, British Columbia, Dec. 04, 2025 (GLOBE NEWSWIRE) -- Endeavour Silver Corp. (“Endeavour” or the “Company”) (NYSE: EXK; TSX: EDR) announced today the closing of its previously announced offering (the “Offering”) of US$350 million aggregate principal amount of 0.25% unsecured convertible senior notes due 2031 (the “Notes”), which includes the exercise in full of the US$50 million option granted to the initial purchasers of the Notes. The initial conversion rate for the Notes is 80.2890 common shares of the Company (the “Shares”) per US$1,000 principal amount of Notes, equivalent to an initial conversion price of approximately US$12.4550 per Share.

Endeavour intends to use the net proceeds of the Offering to repay its senior secured debt facility with ING Capital LLC (together with ING Bank N.V.) and Societe Generale (the “Credit Facility”), to fund the advancement of its Pitarrilla project located in Durango State, Mexico, and for general corporate purposes, including strategic opportunities.

The Notes and the Shares issuable upon the conversion thereof have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), registered under any state securities laws, or qualified by a prospectus in Canada. The Notes and the Shares may not be offered or sold in the United States absent registration under the Securities Act or an applicable exemption from registration under the Securities Act. The Notes were offered only to "qualified institutional buyers" (as defined in Rule 144A under the Securities Act) in the United States and outside of the United States in accordance with the requirements of Regulation S under the Securities Act. The Notes may not be offered or sold in Canada except pursuant to exemptions from the prospectus requirements of applicable Canadian provincial and territorial securities laws.

This news release is neither an offer to sell nor the solicitation of an offer to buy the Notes or the Shares issuable upon the conversion thereof, and shall not constitute an offer to sell or solicitation of an offer to buy, or a sale of, the Notes or the Shares issuable upon the conversion thereof in any jurisdiction in which such offer, solicitation or sale is unlawful.

About Endeavour Silver – Endeavour is a mid-tier silver producer with four operating mines in Mexico and Peru and a robust pipeline of exploration projects across Mexico, Chile, and the United States. With a proven track record of discovery, development, and responsible mining, Endeavour is driving organic growth and creating lasting value on its path to becoming a leading senior silver producer.

For Further Information, Please Contact
Allison Pettit
Vice President Investor Relations
Email: apettit@edrsilver.com

Cautionary Note Regarding Forward-Looking Statements

This news release contains “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 and “forward-looking information” within the meaning of applicable Canadian securities legislation. Such forward-looking statements and information herein include, but are not limited to, statements regarding the proposed use of proceeds of the Offering and the repayment of the Credit Facility. The forward-looking statements or information contained in this press release is expressly qualified by this cautionary statement. Any forward-looking information and the assumptions made with respect thereto speaks only as of the date of this press release. The Company does not intend to and does not assume any obligation to update such forward-looking statements or information, other than as required by applicable law.

Forward-looking statements or information involve known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, production levels, performance or achievements of Endeavour and its operations to be materially different from those expressed or implied by such statements. Such factors include but are not limited to unexpected changes in production and costs guidance; the ongoing effects of inflation and supply chain issues on mine economics; fluctuations in the prices of silver and gold; fluctuations in the currency markets (particularly the Mexican peso, Chilean peso, Canadian dollar, Peruvian sol, and U.S. dollar); fluctuations in interest rates; effects of inflation; changes in national and local governments, legislation, taxation, controls, regulations and political or economic developments in Canada, Peru and Mexico; financial risks due to precious metals prices; operating or technical difficulties in mineral exploration, development and mining activities; risks and hazards of mineral exploration, development and mining (including, but not limited to environmental hazards, industrial accidents, unusual or unexpected geological conditions, pressures, cave-ins and flooding); inadequate insurance, or inability to obtain insurance; availability of and costs associated with mining inputs and labour; the speculative nature of mineral exploration and development; diminishing quantities or grades of mineral reserves as properties are mined; risks in obtaining necessary licenses and permits; and challenges to the Company’s title to properties; as well as those factors described in the section “Risk Factors” contained in the Company’s most recent Form 40-F and Annual Information Form and subsequent quarterly reports.

Forward-looking statements are based on assumptions management believes to be reasonable, including but not limited to: the continued operation of the Company’s mining operations, no material adverse change in the market price of commodities, forecasted mine economics, mining operations will operate and the mining products will be completed in accordance with management’s expectations and achieve their stated production outcomes, and such other assumptions and factors as set out herein. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or information, there may be other factors that cause results to be materially different from those anticipated, described, estimated, assessed or intended. There can be no assurance that any forward-looking statements or information will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements or information. Accordingly, readers should not place undue reliance on forward-looking statements or information.

FAQ

What did Endeavour Silver (EXK) announce on December 4, 2025?

Endeavour closed a US$350 million offering of 0.25% convertible senior notes due 2031, including a full US$50 million option exercise.

How many Endeavour shares convert per US$1,000 of notes (EXK)?

The initial conversion rate is 80.2890 shares per US$1,000, equal to about US$12.455 per share.

How will Endeavour use the net proceeds from the US$350 million offering?

Proceeds will be used to repay the senior secured credit facility, advance the Pitarrilla project, and for general corporate purposes.

Will the new Endeavour notes (EXK) be registered for public resale in the U.S.?

No; the Notes and shares issuable on conversion are not registered under the U.S. Securities Act and were offered only to qualified institutional buyers.

Does the offering affect Endeavour's leverage and liquidity (EXK)?

Endeavour intends to use proceeds to repay senior secured debt, which should reduce leverage once repayment occurs.