OR FOR Dissemination IN the United States the Shelf Prospectus Supplement, the Corresponding Base Shelf Prospectus
NEWS RELEASE
TSX: APM OTCQX: ANPMF
ANDEAN PRECIOUS METALS ANNOUNCES C$83.1 MILLION BOUGHT
PUBLIC SECONDARY OFFERING OF COMMON SHARES
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED
STATES
THE SHELF PROSPECTUS SUPPLEMENT, THE CORRESPONDING BASE SHELF PROSPECTUS
AND ANY AMENDMENT TO THE DOCUMENTS ARE ACCESSIBLE THROUGH SEDAR+ OR WILL BE
ACCESSIBLE THROUGH SEDAR+ WITHIN 2 BUSINESS DAYS, AS APPLICABLE
TORONTO, ON – January 20, 2026 – Andean Precious Metals Corp. (“Andean” or the “Company”) (TSX:
APM) (OTCQX: ANPMF) is pleased to announce that it has entered into an agreement with PMB Partners LP
(the “Selling Shareholder”), an entity owned and controlled by Mr. Alberto Morales, Founder, Executive
Chairman & CEO of Andean, and National Bank Financial Inc., as lead underwriter and sole bookrunner, on
behalf of a syndicate of underwriters (collectively, the “ Underwriters”) pursuant to which the Underwriters
have agreed to purchase from the Selling Shareholder, on a bought deal basis, 7,915,000 common shares of
the Company (the “Common Shares”) at a price of C$10.50 per Common Share (the “Offering Price”) for
aggregate gross proceeds to the Selling Shareholder of C$83,107,500 (the “Secondary Offering”).
The Selling Shareholder and the Company have granted the Underwriters a one time option, exercisable in
whole or in part, on or prior to the second day preceding the Closing Date (as defined below), at the sole
discretion of the Underwriters, to purchase up to an additional 15% of the number of Common Shares
purchased pursuant to the Secondary Offering at the Offering Price (the “Underwriters’ Option”) to cover
over-allotments, if any.
The net proceeds from the Secondary Offering will be paid directly to the Selling Shareholder. The Company
will not receive any proceeds from the Secondary Offering.
Alberto Morales, Executive Chairman and CEO commented:
“This transaction will support Andean’s strategic vision to strengthen its shareholder base by attracting and
increasing interest from institutional investors, while at the same time increasing public float and improving
trading liquidity.
Andean has consistently been prudent in avoiding shareholder dilution, and this secondary transaction
provides an opportunity to enhance liquidity and attract new investors without issuing additional shares.
Following this secondary transaction, I will remain the Company’s largest shareholder with a substantial
ownership position. My commitment to Andean’s strategy, assets, and team remains unchanged, and will
continue to be fully aligned with our shareholders focusing on disciplined execution, balance sheet strength,
and building long-term value.”
The Secondary Offering is expected to close on or about January 28, 2026 (the “Closing Date”), or such
other date as the Company , the Selling Shareholder, and the Underwriters may agree, and is subject to
certain conditions including, but not limited to, the receipt of all necessary corporate and regulatory approvals.
The Common Shares will be offered publicly in all provinces and territories of Canada, except Qué bec and
Nunavut, by way of a prospectus supplement (the “Prospectus Supplement”) to the Company’s short form
base shelf prospectus dated November 10, 2025 (the “Base Shelf Prospectus”) and in accordance with
Regulation S and may be offered: (i) on a private placement basis to “qualified institutional buyers” in the
United States in accordance with Rule 144A, and (ii) to non-U.S. Persons (as defined in Regulation S) in any
such other jurisdictions outside the United States in reliance on Regulation S, as mutually agreed between
the Company and the Underwriters, and except for offers in Canada, on a private placement basis pursuant
to prospectus and registration exemptions in accordance with applicable securities laws.
As part of the Secondary Offering, the Selling Shareholder has agreed, subject to certain limited exceptions,
not to sell any Common Shares or other securities of Andean for a period of 90 days from the closing of the
Secondary Offering. The Company has also agreed, subject to certain limited exceptions, not to issue any
Common Shares or other securities for a period of 90 days from the closing of the Secondary Offering.
NEWS RELEASE
TSX: APM OTCQX: ANPMF
The Selling Shareholder currently holds an aggregate of 79,718,750 Common Shares, representing
approximately 53.22% of the Company’s issued and outstanding C ommon Shares. Following the closing of
the Secondary Offering, but before giving effect to the Underwriters’ Option, the Selling Shareholder will, in
aggregate, beneficially own 71,803,750 Common Shares, representing 47.94% of the outstanding Common
Shares. Following the closing of the Secondary Offering, and assuming that the Underwriters’ Option is
exercised in full, the Selling Shareholder will, in aggregate, beneficially own 70,616,500 Common Shares,
representing 47.15% of the outstanding Common Shares.
Access to the Prospectus Supplement, the Base Shelf Prospectus and any amendment to such documents
is provided in accordance with securities legislation relating to the procedures for providing access to a shelf
prospectus supplement, a base shelf prospect us and any amendment. The Base Shelf Prospectus is, and
the Prospectus Supplement will be (within two business days from the date hereof), accessible on SEDAR+
at www.sedarplus.ca. An electronic or paper copy of the Prospectus Supplement, Base Shelf Prospectus,
and any amendment to such documents may be obtained, without charge, from National Bank Financial Inc.,
by phone at (416) 869-8414 or by e-mail at [email protected] by providing the contact with an email
address or address, as applicable.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities in the
United States. The Common Shares have not been and will not be registered under the U.S. Securities Act
of 1933, as amended (the “ U.S. Securities Act ”), and accordingly may not be offered, sold or delivered,
directly or indirectly within the United States, absent registration or an applicable exemption from the
registration requirements of the U.S. Securities Act, and applicable state securities laws.
About Andean Precious Metals Corp.
Andean is a growing precious metals producer focused on expanding into top- tier jurisdictions in the
Americas. The Company owns and operates the San Bartolome processing facility in Potosí, Bolivia and the
Golden Queen mine in Kern County, California, and is well-funded to act on future growth opportunities.
Andean’s leadership team is committed to creating value; fostering safe, sustainable and responsible
operations; and achieving our ambition to be a multi-asset, mid-tier precious metals producer
For further information, please contact:
Amanda Mallough
Director, Investor Relations
T: +1 647 463 7808
Forward-Looking Statements
Certain statements and information in this release constitute “forward-looking statements” within the meaning
of applicable U.S. securities laws and “forward- looking information” within the meaning of applicable
Canadian securities laws, which we refer to collectively as “forward- looking statements”. Forward- looking
statements are statements and information regarding possible events, conditions or results of operations that
are based upon assumptions about future economic conditions and courses of action. A ll statements and
information other than statements of historical fact may be forward- looking statements. In some cases,
forward-looking statements can be identified by the use of words such as “seek”, “expect”, “anticipate”,
“budget”, “plan”, “estimate”, “continue”, “forecast”, “intend”, “believe”, “predict”, “potential”, “target”, “may”,
“could”, “would”, “might”, “will” and similar words or phrases (including negative variations) suggesting future
outcomes or statements regarding an outlook. Forward-looking statements in this release include, but are
not limited to, statements and information regarding the Secondary Offering, including its anticipated effects,
anticipated timing, the Closing Date, the filing of the Prospectus Supplement, the receipt of all necessary
approvals and its anticipated effects, the exercise of the Underwriters’ Option and the Selling Shareholder’s
ownership levels in the Company following closing. Such forward-looking statements are based on a number
of material factors and assumptions, including, but not limited to: the Company’s ability to carry on exploration
and development activities; the Company ’s ability to secure and to meet obligations under property and
option agreements and other material agreements; the timely receipt of required approvals and permits; that
there is no material adverse change affecting the Company or its properties; that contracted parties provide
goods or services in a timely manner; that no unusual geological or technical problems occur; that plant and
equipment function as anticipated and that there is no material adverse change in the price of silver, price of
gold, or costs associated with production or recovery. Forward- looking statements involve known and
unknown risks, uncertaint ies and other factors which may cause actual results, performance or
achievements, or industry results, to differ materially from those anticipated in such forward- looking
statements. The Company believes the expectations reflected in such forward- looking statements are
reasonable, but no assurance can be given that these expectations will prove to be correct, and you are
NEWS RELEASE
TSX: APM OTCQX: ANPMF
cautioned not to place undue reliance on forward- looking statements contained herein. Some of the risks
and other factors which could cause actual results to differ materially from those expressed in the forward-
looking statements contained in this release include, but are not limited to: risks and uncertainties relating to
the interpretation of drill results, the geology, grade and continuity of mineral deposits and conclusions of
economic evaluations; results of initial feasibility, pre-feasibility and feasibility studies, and the possibility that
future exploration, development or mining results will not be consistent with the Company’s expectations;
risks relating to possible variations in reserves, resources, grade, planned mining dilution and ore loss, or
recovery rates and changes in project parameters as plans continue to be refined; mining and development
risks, including risks related to accidents, equipment breakdowns, labour disputes (including work stoppages
and strikes) or other unanticipated di fficulties with or interruptions in exploration and development; the
potential for delays in exploration or development activities or the completion of feasibility studies; risks
related to the inherent uncertainty of production and cost estimates and the potential for unexpected costs
and expenses; risks related to commodity price and foreign exchange rate fluctuations; the uncertainty of
profitability based upon the cyclical nature of the industry in which the Company operates; risks related to
failure to obtain adequate financing on a timely basis and on acceptable terms or delays in obtaining
governmental or local community approvals or in the completion of development or construction activities;
risks related to environmental regulation and liability; political and regulatory risks associated with mining and
exploration; risks related to the uncertain global economic environment; and other factors contained in the
section entitled “Risk Factors” in the Company’s MD&A for the three and nine months ended September 30,
2025.
Although the Company has attempted to identify important factors that could cause actual results or events
to differ materially from those described in the forward- looking statements, you are cautioned that this list is
not exhaustive and there may be other factors that the Company has not identified. Furthermore, the
Company undertakes no obligation to update or revise any forward- looking statements included in this
release if these beliefs, estimates and opinions or other circumstances should change, except as otherwise
required by applicable law.