Mineros reviews redomicile; calls April 30 vote

Executive Summary

• Mineros S.A. has initiated a formal evaluation of a potential corporate redomiciliation or related reorganization, assessing legal, fiscal, regulatory, and operational implications.
• The Board of Directors has called a Special Meeting of Shareholders for April 30, 2026, to consider and potentially approve a special resolution authorizing a proposed merger agreement that would effectuate the redomiciliation.
• The company emphasizes that no definitive decision has been made to proceed; the meeting is convened on a precautionary basis to preserve procedural flexibility while the evaluation continues, subject to due diligence, board approval, and regulatory/stock exchange approvals.

Key Details

• Proposed Transaction: Potential corporate redomiciliation or related reorganization, which may involve a statutory merger between Mineros S.A. and a newly incorporated successor entity.
• Special Meeting Date: April 30, 2026.
• Record Date: March 11, 2026.
• Purpose of Meeting: To consider and, if advisable, approve a special resolution authorizing a proposed merger agreement for potential redomiciliation or corporate reorganization.
• Basis for Merger: The company's audited financial statements as of December 31, 2025, will serve as the basis for any potential merger.
• Conditions Precedent: Any recommendation to proceed is subject to comprehensive due diligence, board approval, and satisfaction of customary conditions, including receipt of all required regulatory and stock exchange approvals.
• Disclosure: If the board determines proceeding is advisable, full details will be provided in a management information circular delivered to shareholders of record prior to the meeting.
• Company Profile: Mineros S.A. is a Latin American gold mining company headquartered in Medellin, Colombia, with assets in Colombia and Nicaragua and a pipeline including the La Pepa project in Chile. Shares trade on the Toronto Stock Exchange (MSA), Colombian Stock Exchange (MINEROS), and OTCQX (MNSAF).

Notable Quotes

• "The objective of this evaluation is to determine whether an alternative corporate framework would better align with the company's evolving asset base, shareholder profile and long-term strategic objectives, while supporting disciplined capital allocation and sustainable shareholder value creation."
• "The meeting has been convened on a precautionary basis and does not reflect a final determination by the board to proceed with any redomiciliation or reorganization."