Mineros S.A. Announces Investor Meetings and Credit Facility Commitment for Senior Notes Offering
Medellín, Colombia – [Insert Date] – Mineros S.A. (TSX: MSA, MINEROS:CB) (“Mineros” or the “Company”) announced today that it has commenced a series of investor meetings regarding a proposed offering of senior notes through its wholly owned subsidiary, Mineros Netherlands B.V. (“Mineros Netherlands”). The offering, which remains subject to market conditions, is expected to total approximately US$400 million with a five-year maturity.
The proposed senior notes would constitute the senior unsecured general obligations of Mineros Netherlands. The notes are anticipated to be fully guaranteed by Mineros S.A. and two of its principal subsidiaries — Hemco Mineros Nicaragua S.A. and Mineros Aluvial S.A.S. BIC. The final terms of the offering, including the aggregate principal amount, interest rate, and pricing, will be determined based on prevailing market conditions and other factors at the time of issuance.
Mineros intends to apply the net proceeds from the proposed offering to fund capital expenditures and for general corporate purposes, supporting the Company’s ongoing growth initiatives and strategic objectives across Latin America.
Commitment Letter for US$100 Million Revolving Credit Facility
In conjunction with the senior notes process, Mineros also announced that it has entered into a commitment letter with Citigroup Global Markets Inc., Banco Santander, S.A., and Royal Bank of Canada for a senior revolving credit facility with a maximum principal amount of up to US$100 million. Of this amount, US$80 million has already been committed by the three participating financial institutions.
Under the proposed terms, the revolving credit facility will accrue interest at a rate of SOFR + 4.00% per annum and will have a three-year term. The facility is expected to provide Mineros with additional financial flexibility and liquidity support to pursue operational and expansion objectives.
The commitment letter remains subject to customary conditions precedent, including the negotiation and execution of definitive loan documentation. The intended borrower under the facility is Mineros Netherlands, with Mineros S.A. and the same subsidiaries that will guarantee the senior notes expected to act as guarantors. The facility may be structured as either secured or unsecured, depending on final agreements between the parties.
Important Notice Regarding the Offering
This announcement does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States or in any other jurisdiction where such an offer or sale would be unlawful. The securities referenced herein have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or under any state securities laws. Accordingly, the securities may not be offered, sold, or delivered within the United States or to U.S. persons unless pursuant to an applicable registration exemption or under a transaction not subject to registration requirements.
The proposed notes, if offered, will be made available:
(a) in the United States, solely to qualified institutional buyers (QIBs) in accordance with Rule 144A under the Securities Act; and
(b) to certain non-U.S. persons in offshore transactions under Regulation S of the Securities Act.
Mineros has no current intention to conduct a public offering of securities in the United States or in any other jurisdiction where such activity is not permitted. The distribution of this announcement may be restricted by law in certain jurisdictions, and persons into whose possession this release comes are required to inform themselves of and observe any such restrictions.
The information contained in this announcement does not constitute an offer or solicitation of securities for sale in Canada, Colombia, the European Economic Area (EEA), the United Kingdom, Switzerland, Panama, Hong Kong, Japan, Singapore, or any other jurisdiction where such actions are prohibited or restricted by law.
About Mineros S.A.
Mineros S.A. is a leading Latin American gold mining company headquartered in Medellín, Colombia, with a strong and diversified asset portfolio. The Company’s operations include active mines in Colombia and Nicaragua, as well as a robust pipeline of exploration and development projects across the region.
With over five decades of operational history, Mineros has built a reputation for responsible mining, focusing on sustainability, safety, and community engagement. The Company’s management and board of directors bring extensive experience in mining, corporate finance, and sustainable development, driving a consistent commitment to creating long-term shareholder value.
Mineros’ common shares are listed on the Toronto Stock Exchange (TSX) under the ticker symbol “MSA”, and on the Colombian Stock Exchange (BVC) under “MINEROS”. The Company’s shares also trade on the OTCQX® Best Market in the United States under the symbol “MNSAF”.
Mineros has a proven track record of delivering steady dividends and maintaining disciplined financial management, even amid fluctuating commodity cycles. Its focus on environmental stewardship and social responsibility has made it a recognized example of sustainable mining practices in Latin America.
Election of Directors – Electoral Quotient System
The Company has been granted an exemption from the Toronto Stock Exchange’s (TSX) individual and majority voting requirements applicable to listed issuers. This exemption was provided because compliance with such requirements would contravene Colombian corporate law, which mandates that directors be elected through a slate-based electoral quotient system.
Further details about this governance framework and Mineros’ compliance with applicable Colombian regulations can be found in the Company’s most recent Annual Information Form (AIF).