Mineros Closes Colombian Gold Acquisition and Schedules April 30 Shareholder Meeting Amid Re-domiciliation Review

• Mineros completed the acquisition of 100% of AngloGold Ashanti Colombia S.A.S. on April 13, 2026, in line with the terms of the definitive agreement signed on March 7, 2026.
• The acquired asset is a gold exploration project in Cajamarca, Department of Tolima, Colombia.
• A Special Meeting of Shareholders is set for April 30, 2026, called on a precautionary basis to meet statutory deadlines, not to vote on a merger or reorganisation.
• The Board of Directors continues its evaluation of a potential corporate re-domiciliation but has not reached a final decision; no merger proposal will be presented at the April 30 meeting.
• Future advancement of the Cajamarca project is contingent on regulatory approvals, environmental authorisation, and community consensus.

Mineros S.A. (TSX: MSA / OTCQX: MNSAF / BVC: MINEROS) is a Colombia-based gold mining company headquartered in Medellín, with more than 50 years of operating history. The company operates a diversified portfolio of assets in Colombia and Nicaragua and maintains a pipeline of development and exploration projects across the region, including the La Pepa Project in Chile. Mineros maintains a longstanding focus on safety, sustainability, and disciplined capital allocation.

Special Meeting of Shareholders and Corporate Re-domiciliation Evaluation

Mineros has called a Special Meeting of Shareholders for April 30, 2026, as its Board of Directors and management team carry out a formal evaluation of a potential corporate re-domiciliation or related reorganisation. The assessment covers the legal, fiscal, regulatory, and operational implications across multiple jurisdictions. As of the date of this update, no final determination has been made to proceed with any form of reorganisation.

Because no decision has been reached, shareholders will not receive a Management Information Circular ahead of the April 30 meeting. This document is ordinarily distributed to shareholders before a vote on a significant corporate action; its absence confirms that no such vote is scheduled at this stage. No merger or reorganisation proposal will be put forward at the April 30 meeting.

The Board's evaluation remains active and ongoing. Any proposed reorganisation, should the Board decide to proceed, would be subject to the applicable regulatory and shareholder approval processes before taking effect.

Procedural and Regulatory Compliance Requirements

The April 30 meeting was called on a precautionary basis to comply with a specific statutory requirement, not because a reorganisation has been approved. Under applicable corporate law, if a company intends to use its most recent year-end audited financial statements as the formal basis for a potential merger, a shareholders' meeting must be convened within a strictly defined period following the fiscal year-end.

Mineros's audited financial statements for the year ended December 31, 2025, are the relevant documents in this context. The meeting was therefore scheduled to preserve procedural flexibility and ensure compliance with these statutory timelines, independent of the Board's final determination on re-domiciliation.

As the company has confirmed, no statutory merger for the purpose of re-domiciliation will be presented to shareholders at the April 30 meeting. The meeting is a compliance-driven procedural step and does not reflect a decision by the Board to proceed with any reorganisation.

Successful Closing of the AngloGold Ashanti Colombia Acquisition

On April 13, 2026, Mineros completed the acquisition of 100% of AngloGold Ashanti Colombia S.A.S. from a subsidiary of AngloGold Ashanti PLC. The transaction closed on the terms agreed in the definitive agreement signed on March 7, 2026, with no changes to the previously announced terms. Through this acquisition, Mineros has added a gold exploration project in the municipality of Cajamarca, Department of Tolima, to its Colombian portfolio.

The Cajamarca project is at the exploration stage. Its advancement remains contingent on achieving regulatory clarity, securing environmental authorisation, and reaching meaningful community consensus. Mineros has stated its intention to initiate a collaborative process with local stakeholders to define a new identity for the project, including a new name, as part of its commitment to aligning development pathways with local priorities.

As noted in the company's March 9, 2026 announcement, any advancement of the project is subject to these conditions being met. The acquisition adds an exploration-stage asset to Mineros's existing Colombian operations.

Outlook

With the AngloGold Ashanti Colombia acquisition now closed, Mineros enters the second quarter of 2026 with an additional Colombian asset in its portfolio. The April 30 Special Meeting addresses a statutory compliance requirement while the Board's re-domiciliation review continues. A further update is expected once the Board concludes its evaluation, as any confirmed reorganisation proposal would be subject to the applicable regulatory and shareholder approval processes.

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