Mineros Reaches Agreement to Acquire Tolima Gold Project from AngloGold Ashanti

• Mineros has signed a definitive agreement to acquire 100% of AngloGold Ashanti Colombia S.A.S., the sole holder of an integrated mining concession (EIG-163) covering gold exploration rights in Cajamarca, Tolima
• The purchase price consists of $10 million in cash at closing, plus contingent payments of up to $60 million tied to future regulatory and environmental approvals
• A historical resource estimate reported by AngloGold Ashanti in December 2024 outlines 23.35 million ounces of indicated gold resources and 4.98 million ounces of inferred gold resources; Mineros has not independently verified these figures
• The transaction is expected to close in the first quarter of 2026, subject to customary closing conditions
• Mineros intends to work collaboratively with local communities in Tolima to define a new project name and identity as part of its integration strategy

Mineros S.A. (TSX: MSA / OTCQX: MNSAF / BVC: MINEROS) is a Medellin-based Latin American gold mining company. With more than 50 years of operating history, the company manages producing assets in Colombia and Nicaragua and is advancing development and exploration projects across the region, including the La Pepa Project in Chile. Mineros maintains a stated focus on safety, sustainability, and disciplined capital allocation.

Acquisition of the Tolima Gold Exploration Project from AngloGold Ashanti

Mineros has entered into a definitive agreement to purchase all the outstanding shares of AngloGold Ashanti Colombia S.A.S. (AGA Colombia), a subsidiary of AngloGold Ashanti PLC. AGA Colombia holds an integrated mining concession (registry code EIG-163) granting exploration rights to a gold system in Cajamarca, Tolima. The transaction is entirely separate from AngloGold Ashanti's Quebradona project, which the seller will continue to develop independently.

The transaction is structured on a cash-free, debt-free, zero net working capital basis. Mineros will pay $10 million in cash at closing, with additional contingent payments of up to $60 million linked to the total volume of mineral ore formally authorised under a regulatory work plan (known as a "plan de trabajo y obras," or PTO) and the granting of an environmental licence. The contingent payments are only triggered if the project clears defined regulatory milestones.

The transaction is expected to close during the first quarter of 2026, subject to customary conditions. The company cited its decades of operating history in Colombia and its familiarity with local communities and regulatory processes as part of the rationale for the deal.

Historical Resource Estimate and Project Overview

The project is located approximately 150 kilometres west of Bogota and 30 kilometres west of Ibague in the Department of Tolima. Exploration activities on the property have been largely suspended since 2017, following a declaration of force majeure related to delays in obtaining environmental permits. The asset is currently classified as exploration-stage, and no mineral reserves have been declared.

AngloGold Ashanti reported a historical mineral resource estimate for the project in December 2024, outlining 23.35 million ounces of gold in the indicated category at an average grade of 0.87 grammes per tonne, and 4.98 million ounces in the inferred category at 0.71 grammes per tonne. In resource reporting, "indicated" refers to resources estimated with a reasonable level of confidence, while "inferred" resources carry greater uncertainty and generally require additional work to confirm. Mineros has not verified these figures as a current mineral resource under National Instrument 43-101 standards, and its Qualified Person has not completed sufficient work to classify or rely on the historical estimate. Data compilation, verification, and potentially additional drilling would be required before any update or reclassification.

The boundaries of the Los Nevados Paramo, a protected highland ecosystem designated under Resolution 1987 of 2016, remain subject to legal proceedings and may affect portions of the historical resource area. Investors are directed to AngloGold Ashanti's annual report on Form 20-F for the financial year ended 31 December 2024 for further detail on the mineral resource figures.

Community Engagement and Project Rebranding Strategy

Mineros has stated its intention to move away from the name by which the project has historically been known within the mining sector. As part of its integration strategy, the company plans to initiate a collaborative process with local stakeholders in Tolima to define a new project name and identity. The process will be shaped by the perspectives of local communities, with environmental stewardship and social responsibility as guiding principles.

Mineros has described the rebranding as a first step in establishing a working relationship with communities and authorities in the Department of Tolima. The future of the project, the company noted, will be defined by this relationship going forward.

Any further advancement of the project is conditional upon regulatory clarity from Colombian authorities, the granting of required environmental licences, and what the company describes as "meaningful community consensus." These conditions are presented as prerequisites, and Mineros has not provided a timeline for when they might be satisfied.

Outlook: Milestones and Next Steps

With closing targeted for Q1 2026, Mineros' immediate priorities include completing the acquisition and launching the stakeholder engagement process in Tolima. Once the transaction closes, the company will need to carry out data compilation and verification work on the historical resource estimate before any updated or reclassified resource can be formally declared. Progress on the contingent consideration of up to $60 million is tied to the submission and approval of a formal work plan and the granting of an environmental licence under Colombian regulatory processes. Key milestones to monitor include the official deal closing, the commencement of the community engagement process, the selection of a new project name, and any future announcements regarding the resumption of exploration activity or permitting proceedings.

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