Mineros to acquire gold exploration project in Tolima

Executive Summary

• Mineros S.A. has entered into a definitive agreement to acquire a 100% interest in a gold exploration project in Tolima, Colombia, from a subsidiary of AngloGold Ashanti PLC via the purchase of all outstanding shares of AngloGold Ashanti Colombia S.A.S. (AGA Colombia).
• The transaction involves a total consideration of up to $70 million, consisting of $10 million in cash at closing and up to $60 million in contingent consideration linked to mineral ore tonnage authorized under a work plan and environmental license.
• The acquired asset is an exploration-stage gold project with historical mineral resources reported by AngloGold Ashanti in December 2024, though Mineros has not verified these estimates and requires further work to classify them as current resources.

Key Details

• Transaction Structure: Acquisition of 100% interest in AGA Colombia, the sole holder of the integrated mining concession contract (National Mining Registry code EIG-163) for a gold system in Cajamarca, Tolima.
• Consideration:
  • $10 million payable in cash at closing.
  • Contingent consideration of up to $60 million, linked to the total tonnage of mineral ore authorized under a plan de trabajo y obras (PTO) and an approved environmental license.
• Closing Conditions: Cash-free, debt-free, zero-net-working-capital basis; expected to close during the first quarter of 2026, subject to customary conditions.
• Asset Status: Exploration-stage gold asset located ~150 km west of Bogota and ~30 km west of Ibague. Exploration activities suspended since 2017 due to force majeure related to environmental permit delays.
• Historical Mineral Resources (Reported by AngloGold Ashanti, Dec 2024):
  • Indicated Resources: 23.35 million ounces of gold at an average grade of 0.87 g/t.
  • Inferred Resources: 4.98 million ounces of gold at an average grade of 0.71 g/t.
  • No mineral reserves have been declared.
• Verification Status: Mineros has not verified the historical estimate; its Qualified Person has not completed sufficient work to classify the estimate as a current mineral resource. Significant data compilation, verification, and potentially additional drilling are required.
• Regulatory/Legal Context: The delineation of the Los Nevados Paramo under Resolution 1987 of 2016 remains subject to legal proceedings and may affect portions of the historical resource estimate.
• Project Identity: Mineros intends to initiate a collaborative process with local stakeholders to define a new project identity and name, moving away from the historical "La Colosa" legacy. Future advancement is contingent on regulatory clarity, environmental authorization, and community consensus.
• Excluded Assets: The transaction does not include the Quebradona project, which AngloGold Ashanti will continue to develop.

Notable Quotes

• "This transaction reflects Mineros's long-standing conviction in Colombia as a jurisdiction for responsible, well-governed mining."
• "The company believes that the future of the project will be shaped by its relationship with the department of Tolima and its communities, rather than by historical context."