Mineros Evaluates Potential Corporate Reorganisation

• Board initiates formal evaluation of potential corporate re-domiciliation involving change in jurisdiction of incorporation
• Special shareholders meeting scheduled for 30 April 2026 to consider authorisation of potential merger agreement
• Evaluation assesses legal, fiscal, regulatory, and operational implications of alternative corporate frameworks
• Record date set for 11 March 2026 for shareholders eligible to vote on proposed structural changes
• No final decision made; meeting called to preserve procedural flexibility during ongoing Board evaluation

Mineros S.A. (TSX:MSA) is a Colombian-based, Latin American gold mining company that operates assets in Colombia and Nicaragua, with development projects including La Pepa in Chile. Headquartered in Medellín, Colombia, the company has over 50 years of operating history in the region. 

Board Evaluation of Corporate Structure

The Board of Directors has initiated an evaluation of a potential corporate re-domiciliation or reorganisation involving the company's jurisdiction of incorporation. The assessment examines legal, fiscal, regulatory, and operational implications of restructuring the corporate framework. Any reorganisation could involve a statutory merger between Mineros and a newly incorporated successor entity established under an alternative jurisdiction.

The evaluation seeks to determine whether a different corporate framework would better align with the company's asset base, shareholder profile, and strategic objectives. The Board stated the objective is to support capital allocation and shareholder value creation. A potential reorganisation would represent a structural change rather than a change to operations or business strategy.

The company's audited financial statements as of 31 December 2025 would serve as the basis for any potential merger. Under applicable corporate law, relevant legal frameworks require shareholders' meetings to be convened within prescribed periods following completion of these statements.

Special Shareholders Meeting

The Board has authorised a special shareholders meeting for 30 April 2026. Shareholders of record as of 11 March 2026 will be eligible to vote on a special resolution authorising a proposed merger agreement that could implement a re-domiciliation or corporate reorganisation. Statutory mergers require approval by the General Shareholders Assembly under applicable corporate law.

The meeting has been convened to preserve procedural flexibility while the Board's evaluation continues. The company stated the meeting does not reflect a final determination to proceed with any re-domiciliation or reorganisation. Meeting timelines align with legal requirements tied to the company's 2025 financial statements.

If the Board recommends proceeding with a re-domiciliation, shareholders will receive a management information circular in advance of the meeting. The circular would detail the proposed transaction, including structure, rationale, and material terms. Any recommendation would be subject to completion of due diligence, Board approval, and regulatory and stock exchange approvals.

Current Status and Conditions

The company has emphasised that no definitive decision has been made regarding re-domiciliation or reorganisation. The special meeting has been called on a precautionary basis to maintain procedural options during the ongoing evaluation. Any decision to proceed would require comprehensive due diligence and satisfaction of customary conditions.

Required conditions include receipt of all regulatory and stock exchange approvals before implementation. The Board has not yet determined whether proceeding with a re-domiciliation would be advisable or in the company's best interests. The evaluation process remains in progress with no timeline specified for completion.

Documentation provided to shareholders before the 30 April meeting will include full transaction details if the Board determines to recommend proceeding. The company has committed to delivering information in accordance with applicable legal requirements.

Next Steps

The Board will continue its evaluation of legal, fiscal, regulatory, and operational implications of a potential reorganisation. Shareholders of record on 11 March 2026 will receive notice of the 30 April 2026 special meeting. If the Board recommends a re-domiciliation, a management information circular will be distributed to eligible shareholders before the meeting date. Any decision to proceed remains subject to Board approval and satisfaction of regulatory and stock exchange approval requirements.

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