MINEROS: CBTSX: MSA
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Mineros files Final Prospectus and announces pricing of initial Public Offering
Nov 13 2021

Mineros files Final Prospectus and announces pricing of initial Public Offering

MINEROS FILES FINAL PROSPECTUS AND ANNOUNCES PRICING OF INITIAL PUBLIC OFFERING

/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES/

Medellin, Colombia – November 12, 2021 –

Mineros S.A. (MINEROS:CB) (“Mineros” or the “Company”) announced today that it has filed its final prospectus with the securities regulatory authorities in each of the provinces of Canada, except Quebec, and obtained a receipt therefor in respect of its initial public offering (the “Canadian Offering”) from treasury of 22,222,223 of its common shares (“Common Shares”) at a price of US$0.90 (being C$1.1207) per Common Share (the “Offering Price”), for total gross proceeds of approximately US$20 million (being approximately C$24,904,000). A copy of the final prospectus in respect of the Canadian Offering is available on SEDAR at www.sedar.com.

The Canadian Offering is made through Scotiabank and Sprott Capital Partners LP as co-lead underwriters and joint bookrunners (together, the “Underwriters”). Mineros and the Underwriters have entered into an underwriting agreement in connection with the Canadian Offering pursuant to which, among other things, the Company has granted to the Underwriters an over-allotment option, exercisable for a period of 30 days from the date of the closing of the Canadian Offering, to purchase up to an additional 3,333,334 Common Shares at the Offering Price for additional gross proceeds of up to approximately US$3,000,000 to the Company if the over-allotment option is exercised in full.

The closing of the Offering is expected to occur on or about November 19, 2021 (the “Closing Date”) and is subject to customary closing conditions, including the receipt of all necessary regulatory approvals. Mineros has received conditional listing approval from the Toronto Stock Exchange (the “TSX”) for the listing of the Common Shares being issued and sold pursuant to the Offering, and for its other subscribed Common Shares. Listing remains subject to Mineros fulfilling all of the requirements of the TSX on or before December 15, 2021. The Common Shares are expected to commence trading on the TSX under the symbol “MSA” on the Closing Date.

Mineros also announces that on September 17, 2021, Mineros filed with the Colombian Superintendence of Finance a prospectus in respect of its concurrent public offering in Colombia of Common Shares at the Offering Price per Common Share for gross proceeds of US$10 million (the “Colombian Offering”) and an over-allotment option of up to US$1.5 million. The Colombian Offering was authorized by the Superintendency of Finance by Resolution 1292 dated as of November 4, 2021. The Colombian Offering is being made through Corredores Davivienda S.A., Comisionista de Bolsa, as underwriter. The Colombian Offering is expected to close on or about the Closing Date.

The Common Shares have not been, nor will they be, registered under the United States Securities Act of 1933 (the U.S. Securities Act”) or any state securities laws. Accordingly, the Common Shares may not be offered or sold in the United States unless an exemption from the registration requirements of the U.S. Securities Act is available and such offer or sale is made in compliance with any applicable state securities laws. This news release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful.

Completion of the Canadian Offering is subject to the receipt of customary approvals, including regulatory approvals.

Gowling WLG (Canada) LLP in Canada and DLA Piper Martinez Beltran in Colombia are acting as legal counsel to the Company, and Fasken Martineau DuMoulin LLP is acting as legal counsel to the Underwriters.

ABOUT MINEROS S.A.

Mineros is a Latin American gold mining company headquartered in Medellin, Colombia. The Company has a diversified asset base, with mines in Colombia, Nicaragua and Argentina and a pipeline of development and exploration projects throughout the region.

The board of directors and management of Mineros have extensive experience in mining, corporate development, finance and sustainability. Mineros has a long track record of maximizing shareholder value and delivering solid annual dividends. For almost 50 years Mineros has operated with a focus on safety and sustainability at all our operations.

Mineros’ common shares are listed on the Colombian Stock Exchange (Bolsa de Valores de Colombia – BVC) under the symbol “MINEROS:CB”.

For further information, please contact:

Fiona Childe

(647) 496-3011

Investor.relations@mineros.com.co

or:

Patricia Ospina

(574) 2665757

relación.inversionistas@mineros.com.co

In connection with its listing on the TSX, the Company has been granted an exemption from the individual voting and majority voting requirements applicable to listed issuers under TSX policies, on grounds that compliance with such requirements would constitute a breach of Colombian laws and regulations which require the directors to be elected on the basis of a slate of nominees proposed for election pursuant to an electoral quotient system. For further information, please see the Company’s final prospectus dated November 11, 2021.

Forward-Looking Statements

This news release contains forward-looking information within the meaning of applicable securities legislation, which reflects Mineros’ current expectations regarding future events including closing of the Canadian Offering and the Colombian Offering, listing of the Common Shares on the TSX, and regulatory approvals. Forward-looking information is based on a number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond the Company's control, which could cause actual results and events to differ materially from those that are disclosed in or implied by such forward-looking information. Such risks and uncertainties include, but are not limited to, market conditions, the price of gold, currency fluctuations, satisfaction of conditions to complete the Canadian Offering and the factors discussed under “Risk Factors” in the final prospectus of the Company dated November 11, 2021. Mineros does not undertake any obligation to update such forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable law.

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