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Medellin, Colombia – March 25, 2021 – Mineros S.A. (BVC: MINEROS) (“Mineros”) announced today that is has filed, and obtained a receipt for, a preliminary prospectus dated March 24, 2021 (the “Preliminary Prospectus”), with the securities regulatory authorities in each of the provinces of Canada, other than Québec, for a proposed initial public offering of common shares (the “Offering”). The gross proceeds of the offering are expected to be US$25 million. The number of common shares to be sold and price per common share have not yet been determined. The Offering will be managed by Scotiabank and Sprott Capital Partners LP (collectively, the “Underwriters”). Mineros will grant the Underwriters an over-allotment option, exercisable for a period of 30 days from the date of the closing of the Offering, to purchase up to an additional 15% of the total number of Common Shares to be sold pursuant to the Offering.
In connection with the Offering, Mineros has applied to list the Common Shares to be distributed under the Offering, as well as its additional issued and outstanding Common Shares, on the Toronto Stock Exchange (“TSX”). The Company has also applied for 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 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 as more fully set out in the Preliminary Prospectus. Listing is subject to the approval of the TSX in accordance with its original listing requirements. The TSX has not conditionally approved the Company’s listing application and there is no assurance that the TSX will approve the listing application.
The Preliminary Prospectus containing important information relating to the Common Shares has been filed with securities commissions or similar authorities in each of the provinces of Canada, other than Québec. The Preliminary Prospectus is still subject to completion or amendment. Copies of the Preliminary Prospectus may be obtained from either of the Underwriters listed above, and will be available on SEDAR at www.sedar.com. There will not be any sale or any acceptance of an offer to buy the securities until a receipt for the final prospectus has been issued. No securities regulatory authority has either approved or disapproved the contents of this news release.
Mineros intends to use the net proceeds from the Offering to fund the majority of the acquisition cost of Royal Road Minerals Limited’s 50% interest in the Luna Roja exploration target in Nicaragua (to bring Mineros’ interest to 100%).
Mineros has today also filed with the Colombian Superintendence of Finance a preliminary prospectus in respect of a concurrent public offering in Colombia of Common Shares for gross proceeds of up to US$10 million (the “Colombian Offering”). The Colombian Offering is being made through Corredores Davivienda S.A., Comisionista de Bolsa, as underwriter. The offering of the Common Shares in Colombian Stock Exchange (Bolsa de Valores de Colombia) corresponding to the Concurrent Offering shall be approved by the Colombian Superintendence of Finance.
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 be not 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 by any sale of these securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Completion of the Offering and the Colombian Offering are subject to the receipt of customary approvals, including regulatory approvals. Listing of the Common Shares on the TSX will also be subject to the approval by ordinary resolution of the Company’s shareholders at a General Shareholders Assembly. The Board intends to seek such approval at a meeting of the General Shareholders Assembly to be held in April 2021.
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 Colombian company with over 46 years of experience in gold exploration and production, with mining operations and growth projects in each of Colombia, Argentina and Nicaragua and an option to earn an interest in a promising exploration-stage project in Chile. Our material properties include the following gold mines and operations the Nechí Alluvial Property in Colombia, the Gualcamayo Mine at the Gualcamayo Property in Argentina; and the Panama Mine and the Pioneer Mine at the Hemco Property in Nicaragua. The Common Shares of Mineros are listed on the Colombian Stock Exchange.
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This news release contains forward–looking information within the meaning of applicable securities legislation, which reflects Mineros’ current expectations regarding future events including completion of the Offering and the Colombian Offering, listing of the Common Shares on the TSX and the Colombian Stock Exchange pursuant to the Concurrent Offering, and the acquisition of a 50% interest in the Luna Roja exploration target. 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, execution of a definitive underwriting agreement, filing of a final prospectus and obtain a receipt therefor, satisfaction of conditions to complete the Offering, the Colombian Offering and the acquisition of a 50% interest in Luna Roja, failure to obtain condition approval for the listing of the Common Shares on the TSX or the Colombian Stock Exchange and the factors discussed under "Risk Factors" in the Preliminary Prospectus. 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.