(all dollar amounts are expressed in U.S. dollars)
Mineros S.A. (TSX:MSA, OTCQX:MNSAF, BVC:MINEROS) (“Mineros” or the “Company”) has entered into a definitive agreement to acquire a 100% interest in a gold exploration project in the Department of Tolima, Colombia from a subsidiary of AngloGold Ashanti PLC (“AngloGold Ashanti”) through the acquisition of all the outstanding shares of AngloGold Ashanti Colombia S.A.S. (“AGA Colombia”).
AGA Colombia is the sole registered holder of the integrated mining concession contract (National Mining Registry code EIG-163), which grants rights for the exploration of a gold system in the municipality of Cajamarca, Tolima. The transaction does not relate to the Quebradona project which AngloGold Ashanti will continue to develop.
This transaction reflects Mineros’ long-standing conviction in Colombia as a jurisdiction for responsible, well-governed mining. As a Colombian operator with decades of history in the country, Mineros brings deep local knowledge, cultural competency, and an established track record of constructive engagement with communities and authorities. The Company believes that assets of this nature are best stewarded by operators with strong domestic roots, a long-term perspective, and a commitment to aligning development pathways with local priorities.
Transaction Terms:
The acquisition will be completed on a cash-free, debt-free, zero net working capital basis. The consideration consists of:
- $10 million payable in cash at closing; and
- Contingent consideration of up to $60 million, linked to the total tonnage of mineral ore authorized under a “plan de trabajo y obras” (“PTO”) and an approved environmental license.
The transaction is expected to close during the first quarter of 2026, subject to customary conditions.
Mineros’ Approach to Community Engagement and Project Identity
The project has historically been referred to within the mining sector as La Colosa. As part of its integration strategy, Mineros intends to move away from the project’s historical legacy. The Company believes that the future of the project will be shaped by its relationship with the Department of Tolima and its communities, rather than by historical context.
Accordingly, Mineros will initiate a collaborative process with local stakeholders to define a new project identity, including a new name. This process is intended to reflect shared values, local perspectives, and a development philosophy grounded in environmental stewardship and social responsibility. The Company views this re-definition as a critical first step in establishing a constructive foundation for any future decisions regarding the project. Importantly, Mineros emphasizes that any advancement of the project will be contingent upon achieving regulatory clarity, environmental authorization, and meaningful community consensus.
Project Overview:
The project is an exploration-stage gold asset located approximately 150 km west of Bogotá and 30 km west of Ibagué, in the Department of Tolima. Exploration activities have been largely suspended since 2017 following the declaration of force majeure related to delays in obtaining environmental permits.
The project hosts a historical mineral resource estimate reported by AngloGold Ashanti in December 2024 of:
- Indicated Resources: 23.35 million ounces of gold at an average grade of 0.87 g/t
- Inferred Resources: 4.98 million ounces of gold at an average grade of 0.71 g/t
No mineral reserves have been declared.
Mineros has not verified this historical estimate as a current mineral resource. Mineros’ Qualified Person has not completed sufficient work to classify the historical estimate as a current mineral resource, and Mineros is not treating it as such. Significant data compilation, verification, and potentially additional drilling would be required before any declaration, update or reclassification. Consequently, the QP disclaims all liability for the accuracy, completeness, or reliability of the data provided by these external sources.
The delineation of the Los Nevados Páramo under Resolution 1987 of 2016 remains subject to legal proceedings and may affect portions of the historical resource estimate.
For further details on the Mineral Resources, refer to AngloGold Ashanti’s annual report on Form 20-F for the financial year ended 31 December 2024.
