Mineros Announces Results of Ordinary Meeting of General Shareholders Assembly, 2022 Dividends, and Filing of Annual Information Form
Mineros Announces Results of Ordinary Meeting of General Shareholders
Assembly, 2022 Dividends, and Filing of Annual Information Form
(all amounts expressed in U.S. dollars unless otherwise stated)
Medellin, Colombia – April 1 , 2022 – Mineros S.A. (TSX:MSA, MINEROS:CB) (“Mineros” or the
“Company”) is pleased to announce the results of the ordinary meeting of its General Shareholders
Assembly (the “ Meeting”) held March 31, 2022 in Medellin, Colombia. In addition, the Company
has filed its annual information form for the fiscal year ended December 31, 2021.
Profit Distribution and 2022 Dividends
At the Meeting, the General Shareholders Assembly approved the distribution of the Company’s
profits set forth in Table 1 below, including, in respect of each common share, an annual ordinary
dividend of $0.0648, payable in four equal quarterly installments of $0.0162, and an extraordinary
dividend of $0.01, payable in one installment, representing a total distribution of $0.0748 per share,
or $22,384,389 in total. This represents a 7.5% increase in the total dividend relative to 2021, and
a distribution of 51.7% of the Company’s profit for the 2021 fiscal year.
Table 1. Shareholder-Approved Profit Distribution for the Fiscal Year Ended December 31, 2021.
($) (COP$)(1)
Profit for the year 43,271,203 161,395,689,584
Minus: Transfers to reserves as follows:
Reserve for new projects 42,271,203 157,665,825,872
Reserve for asset protection 1,000,000 3,729,863,711
Plus: Release of untaxed reserves from previous years
Transfer from reserve for payment of untaxed dividends 19,387,015 72,310,924,318
Available for distribution to shareholders 19,387,015 72,310,924,318
The following distribution was approved:
Payment of untaxed dividends 22,384,389 83,490,720,904
(1) U.S. dollar amounts converted to Colombian pesos for informational purposes, based on the average monthly Representative Market
Rate (Tasa Representativa del Mercado – TRM) published by the Colombian Superintendence of Finance for the year ended December
31, 2021 of $1.00 = approximately COP$3,729.86.
The Canadian record dates and Canadian/Colombian payment dates are set out in Table 2 .
Table 2. Canadian Record Dates and Canadian/Colombian Payment Dates.
Record Date Payment Date
Amount per share
($) (COP$)(1)
Ordinary Dividend April 12, 2022 April 20, 2022 0.0162 60.4
July 18, 2022 July 22, 2022 0.0162 60.4
October 14, 2022 October 20, 2022 0.0162 60.4
January 16, 2023 January 20, 2023 0.0162 60.4
Extraordinary Dividend April 12, 2022 April 20, 2022 0.01 37.3
(1) U.S. dollar amounts converted to Colombian pesos for informational purposes, based on the average monthly Representative Market
Rate (Tasa Representativa del Mercado – TRM) published by the Colombian Superintendence of Finance for the year ended December
31, 2021 of $1.00 = approximately COP$3,729.86.
Payment of each dividend amount will be made on each payment date in U.S. dollars, which may
in some cases be converted into local currency at the official foreign exchange rate on the date of
each payment. In general, under the Colombian Tax Code dividends and distributions out of profits
taxed at the corporate level to non -resident shareholders are subject to a 10% withholding tax.
However, the 10% withholding tax is reduced to 5% under the Tax Treaty between Colombia and
Canada if the shareholder is a company with a participation larger than 10% in the Colombian
company distributing the dividend. The reduced tax rate is only applicable if the beneficial owner
of the dividend is a Canadian resident company. If the beneficial owner is an individual, no reduced
tax rate will apply. The withholding tax must be withheld from the gross distribution and paid to
the Colombian tax authorities. Notwithstanding the above, this withholding is not applicable if the
profits taxed at the corporate level out of which the dividends are paid were generated before fiscal
year 2017 according to article 246-1 of the Colombian Tax Code.
The approved dividend is in line with the Company’s dividend policy, which is to pay in dividends at
least 15% of the net i ncome of the prior fiscal year, provided that this allows, in good faith, to
maximize the long-term value of the Company.
Election of Directors
The Board of Directors of Mineros is elected in accordance with the Colombian electoral quotient
system. Directors are to be elected on the basis of slates of nominees proposed for elect ion. For
additional information, see the Company’s management information circular dated February 17,
2022 (the “Circular”) in respect of the Meeting, available under the Company’s profile on SEDAR.
At the Meeting, two slates of nominees were proposed for election : a slate of nine nominees
proposed by the Company, on the recommendation of the Corporate Governance and
Sustainability Committee, consisting of Eduardo Pacheco Cortés, Dieter W. Jentsch, José Fernando
Llano Escandón, Luis Santiago Perdomo Maldonado, Juan Carlos Páez Ayala, Mónica Jiménez
González, Sergio Restrepo Isaza, Alberto Mejía Hernández and Beatriz Orrantia (“Slate 1”); and a
slate consisting of one nominee proposed by a Mineros shareholder at the Meeting, consisting of
Lucia Taborda Giraldo (“Slate 2”).
Each of the nominees was determined to be suitable to serve as a director of the Company in
accordance with applicable laws and the Policy for the Electio n, Evaluation and Compensation of
the Board of Directors.
Of the 190,655,777 common shares represented in person or by proxy at the Meeting, 143,806,107
(75.43%) voted in favour of Slate 1, 37,106,930 (19.46%) voted in favour of Slate 2, and 9,742,740
(5.11%) votes abstained from voting in respect of the election of directors. In accordance with the
electoral quotient system, a board of nine directors was elected, consisting of eight directors from
Slate 1: Eduardo Pacheco Cortés, Dieter W. Jentsch, , José Fernando Llano Escandón, Luis Santiago
Perdomo Maldonado, Juan Carlos Páez Ayala, Mónica Jiménez González, Sergio Restrepo Isaza,
Alberto Mejía Hernández; and one director from Slate 2: Lucia Taborda Giraldo.
Mr. Pacheco, Chair of the Board of Mineros commented, “I am pleased to work with the Company’s
Board and Management, as we continue to grow this profitable and well-established company as it
begins it s first fiscal year listed on both the Toronto Stock Exchange and the Colombia Stock
Exchange. On behalf of Mineros, I want to thank Beatriz Orrantia for her service over the last two
years, in particular with respect to her contributions as Chair of our Executive Compensation
Committee.”
“I would also like to welcome Lucia Taborda Giraldo back to the Board of Directors. Ms. Taborda
Giraldo brings a wealth of Latin American business and board experience to the Company, including
previous service on the Board of Mineros.” Mr. Pacheco continued.
Director Biography - Lucia Taborda Giraldo
Ms. Taborda Giraldo has over 30 years’ experience in the senior management of business units
related to agroindustry exports and holds degrees in Senior Management from INCAE (Costa Rica)
and Finance and Business Administration from EAFIT (Colombia).
Ms. Taborda Giraldo has held the positions of General Manager, Controller, Financial Analyst and
Treasurer with CI Técnicas Baltime de Colombia S.A. and Administrative and Financial Manager with
America Flor Ltda. She has been a Director of the Santa Marta Regional Port Society since 2016 and
has previously held several other directorships, including with Mineros from 2014 to 2018.
Advisory Vote on Individual Directors
At the Meeting, shareholders voted on an advisory resolution in respect of each individual nominee
that was proposed for election by the Company. Table 3 summarizes the results of that vote.
Table 3. Results of Advisory Vote on the Election of Individual Directors.
Nominee Votes
FOR
Votes
WITHHELD
Eduardo Pacheco Cortés 190,655,777 (100%) 0 (0%)
Dieter W. Jentsch 190,655,777 (100%) 0 (0%)
José Fernando Llano Escandón 190,655,777 (100%) 0 (0%)
Luis Santiago Perdomo Maldonado 190,655,777 (100%) 0 (0%)
Juan Carlos Páez Ayala 190,655,777 (100%) 0 (0%)
Mónica Jiménez González 190,655,777 (100%) 0 (0%)
Sergio Restrepo Isaza 190,655,777 (100%) 0 (0%)
Alberto Mejía Hernández 190,655,777 (100%) 0 (0%)
Beatriz Orrantia(1) 190,655,777 (100%) 0 (0%)
(1) Ms. Orrantia was not re-elected at the Meeting.
Results of Other Resolutions from the Meeting
Other than the profit distribution and election of Directors as outlined above, all resolutions as
outlined in the Circular were passed at the Meeting.
Filing of Annual Information Form
Mineros also announces that it has filed its annual information form for the year ended December
31, 2021 on the Company’s profile on SEDAR. The annual information form is also available in both
English and Spanish on the Company’s website at www.mineros.com.co.
In the annual information form , the Company has reported for the first time a mineral resource
estimate on its La Pepa Project, an exploration-stage project located in Chile that is held though a
joint venture in which Mineros currently holds a 20% interest (Table 4).
Table 4. La Pepa Mineral Resource Statement Effective December 31, 2021.
Mineral Resource
Classification
Tonnes
(kt)
Grade
(g/t Au)
Contained Metal
(koz Au)
Measured 11,763 0.61 230
Indicated 13,081 0.49 208
Measured and Indicated 24,844 0.55 438
Inferred 5,005 0.46 73
Mineral Resource Reporting Notes:
(1) Open pit mineral resources are estimated inside of an optimized pit envelope at a cut-off grade of 0.20 g/t Au for oxides and 0.26
g/t Au for sulphides, which corresponds to the marginal cut-off grade.
(2) Mineral resources are estimated using a long-term gold price of US$1,650 per ounce.
(3) Tonnage and contained metal in the above table reflects Mineros’ 20% interest in the La Pepa Project.
(4) The La Pepa Project is not considered a property material to Mineros as that term is used in National Instrument 43-101 – Standards
of Disclosure for Mineral Projects.
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 its operations.
Mineros’ common shares are listed on the Toronto Stock Exchange under the symbol “MSA”, and
on the Colombia Stock Exchange under the symbol “MINEROS”.
For further information, please contact:
Fiona Childe
Investor Relations
(647) 496-3011
Patricia Ospina
Investor Relations Manager
(+57) 42665757
Joshua Lavers
Renmark Financial Communications Inc.
(416) 644-2020 or (212) 812-7680
The Company has been granted an exemption from the individual voting and majority voting
requirements applicable to listed issuers under Toronto Stock Exchange policies, on grounds that
compliance with such requirements would constitute a breach of Colombi an 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 most
recent annual information form, available on SEDAR at www.sedar.com.
Qualified Person
The scientific and technical information contained in this news release has been reviewed and
approved by Jorge Aceituno, a Registered Member of the Chilean Mining Comm ission and the
Planning Manager, Resources and Reserves for Mineros and a qualified person within the meaning
of National Instrument 43-101 – Standards of Disclosure for Mineral Projects.
Forward-Looking Statements
This press release contains "forward-looking information" (" forward-looking information ") within the
meaning of applicable securities laws. Forward -looking information may relate to the Company's future
financial outlook and anticipated events or results and may include information r egarding the Company's
financial position, business strategy, growth strategies, addressable markets, budgets, operations, financial
results, taxes, dividend policy, plans and objectives. Particularly, information regarding the Company's
expectations of fu ture results, performance, achievements, prospects or opportunities or the markets in
which the Company operates is forward-looking information. In some cases, forward-looking information can
be identified by the use of forward -looking terminology such as "plans", "targets", "expects", "budgets",
"scheduled", "estimates", "outlook", "forecasts", "projects", "prospects", "strategy", "intends", "anticipates",
"believes", or variations of such words and phrases or statements that certain actions, events or res ults
"may", "could", "would", "might", or "will" occur. In addition, any statements that refer to expectations,
intentions, projections or other characterizations of future events or circumstances contain forward -looking
information. Statements containing forward-looking information are not historical facts but instead represent
management's expectations, estimates and projections regarding future events or circumstances. The
forward-looking information contained herein includes, but is not lim ited to the t iming and payment of
dividends, and the Company’s listing on stock exchanges.
Forward-looking information is necessarily based on a number of opinions, estimates and assumptions that,
while considered by the Company to be appropriate and reasonable as of t he date of this press release, are
subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual
results, level of activity, performance or achievements to be materially different from those expressed 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, regulatory compliance, and the factors discussed
under “Risk Factors” in the Company’s most recent annual information form, available on SEDAR at
www.sedar.com.
If any of these risks or uncertainties materialize, or if the opinions, estimates or assumptions underlying
forward-looking information prove incorrect, actual results or future events might vary materially from those
anticipated in forward -looking information. The opinions, estimates or assumptions referred to above and
the risk factors described in the "Risk Factors" section of the Company’s annual information form should be
considered carefully.
Although the Company has attempted to identify important risk factors that could cause actual results to
differ materially from those contained in forward -looking information, there may be other risk factors not
presently known to the Company or that the Company presently believes is not material that could also cause
actual results or future events to differ materially from those expressed in such forward-looking information.
There can be no assurance that such information will prove to be accurate, as actual results and future events
could differ materially from those anticipated in such information. Accordingly, readers should not place
undue reliance on forward -looking information, which speaks only as of the date made. Forward -looking
information contained in this press release represents the Company's expectations as of the date of this press
release (or as of the date they are otherwise stated to be made), and are subject to change after such date.
The Company disclaims any in tention or obligation or undertaking to update or revise any forward -looking
information whether as a result of new information, future events or otherwise, except as required under
applicable securities laws.