Mineros Announces Investor Meetings for Senior Notes

(all dollar amounts are expressed in U.S. dollars)

THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT INTENDED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

MEDELLIN, Colombia--(BUSINESS WIRE)-- Mineros S.A. (TSX:MSA, MINEROS:CB) (“Mineros” or the “Company”) announces that today, it has commenced investors meetings with respect to an offering of senior notes through its subsidiary Mineros Netherlands B.V. (the “Mineros Netherlands”). Subject to market conditions, the offering is set at $400 million and a five year tenor. The notes are expected to be the senior unsecured general obligations of Mineros Netherlands and will be guaranteed by Mineros and its subsidiaries, Hemco Mineros Nicaragua S.A. and Mineros Aluvial S.A.S. BIC. The aggregate principal amount, interest rate, and other terms of the notes will be determined at pricing and are dependent upon market conditions and other factors. Mineros intends to use the net proceeds from this offering to finance capital expenditures, and for general corporate purposes.

In addition, Mineros announces that today it entered into a commitment letter with Citigroup Global Markets Inc., Banco Santander, S.A. and Royal Bank of Canada in connection with a senior revolving credit facility for a principal amount not exceeding $100 million, $80 million of which have been committed by the three banks signatory thereof. Interest under the facility is expected to accrue at SOFR + 4.00% per annum and the facility is expected to have a tenor of three years. Such commitment letter is subject to customary conditions precedent, including, among other things, the negotiation and execution of definitive documentation for the facility. The borrower under the proposed facility is expected to be Mineros Netherlands, it is expected that Mineros and its subsidiaries providing a guarantee in respect of the notes will act as guarantors, and that the facility may be secured or unsecured.

This announcement is not an offer, solicitation or sale of securities in the United States or any other state or jurisdiction, and there shall not be any offer, solicitation or sale of securities and therefore, no binding proposals will be received as a result, 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. The securities described in this announcement will only be offered (a) in the United States to investors that are qualified institutional buyers (as defined in Rule 144A, “QIBs”) pursuant to Rule 144A under the Securities Act, as amended, or (b) to certain non-U.S. persons in offshore transactions in reliance on Regulation S. The securities have not been and will not be registered under the Securities Act, or any state securities laws, and may not be offered or sold in the United States or to U.S. persons absent registration or an applicable exemption from the registration requirements.

The Company does not intend to conduct a public offering in the United States or any other jurisdiction in which such an offer, solicitation or sale is not permitted. It may be unlawful to distribute this announcement in certain jurisdictions.

The information in this announcement does not constitute an offer, or a solicitation of an offer, of securities for sale in the United States, Canada, Colombia, the EEA, the UK, Switzerland, Panama, Hong Kong, Japan, Singapore, or any other jurisdiction in which such an offer, solicitation or sale is not permitted.

ABOUT MINEROS S.A.

Mineros is a Latin American gold mining company headquartered in Medellin, Colombia. The Company has a diversified asset base, with mines in Colombia and Nicaragua and a pipeline of development and exploration projects throughout the region.

The board of directors and management of Mineros have extensive experience in mining, corporate development, finance and sustainability. Mineros has a long track record of maximizing shareholder value and delivering solid annual dividends. For over 50 years Mineros has operated with a focus on safety and sustainability at all its operations.

Mineros’ common shares are listed on the Toronto Stock Exchange under the symbol “MSA”, and on the Colombia Stock Exchange under the symbol “MINEROS”. Mineros shares also trade on the OTCQX^® Best Market, symbol MNSAF.

Election of Directors – Electoral Quotient System

The Company has been granted an exemption from the individual voting and majority voting requirements applicable to listed issuers under Toronto Stock Exchange policies, on grounds that compliance with such requirements would constitute a breach of Colombian laws and regulations which require the directors to be elected on the basis of a slate of nominees proposed for election pursuant to an electoral quotient system. For further information, please see the Company’s most recent annual information form, available on the Company’s website at https://www.mineros.com.co/ and from SEDAR+ at www.sedarplus.com.

FORWARD-LOOKING STATEMENTS

This news release contains “forward looking information” within the meaning of applicable Canadian securities laws. Forward looking information includes 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 comparable terminology. Such forward looking information includes, without limitation, statements with respect to the offering, entry into a senior revolving credit facility, the terms of the notes and the senior revolving credit facility, and the use of proceeds of the offering.

Forward looking information is based upon estimates and assumptions of management in light of management’s experience and perception of trends, current conditions and expected developments, as well as other factors that management believes to be relevant and reasonable in the circumstances, as of the date of this news release. While the Company considers these assumptions to be reasonable, the assumptions are inherently subject to significant business, social, economic, political, regulatory, competitive and other risks and uncertainties, contingencies and other factors that could cause actual actions, events, conditions, results, performance or achievements to be materially different from those projected in the forward-looking information. Many assumptions are based on factors and events that are not within the control of the Company and there is no assurance they will prove to be correct.

For further information of these and other risk factors, please see the “Risk Factors” section of the Company’s annual information form dated March 31, 2025, available on SEDAR+ at www.sedarplus.com.

The Company cautions that the foregoing lists of important assumptions and factors are not exhaustive. Other events or circumstances could cause actual results to differ materially from those estimated or projected and expressed in, or implied by, the forward-looking information contained herein. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. In particular, all statements in this press release relating to the consummation of any senior notes offering or revolving credit facility are forward looking and subject to risks and uncertainty. Accordingly, readers should not place undue reliance on forward-looking information.

Forward-looking information contained herein is made as of the date of this news release and the Company disclaims any obligation to update or revise any forward-looking information, whether as a result of new information, future events or results or otherwise, except as and to the extent required by applicable securities laws.

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For further information, please contact:



Ann Wilkinson

Vice President, Investor Relations

+1 (647) 496-3011

Ann.Wilkinson@Mineros.com.co



Juan Obando

Director, Investor Relations

(+57) 574 266 5757

Juan.Obando@Mineros.com.co

Source: Mineros S.A.