Mineros Announces Results of Ordinary Meeting of General Shareholders Assembly including 2023 Dividends
Mineros Announces Results of Ordinary Meeting of General Shareholders Assembly including
2023 Dividends
(all amounts expressed in U.S. dollars unless otherwise stated)
Medellin, Colombia – March 27, 2024 – 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 on March 26, 2024, in Medellin, Colombia. In addition, earlier this
morning the Company filed its annual information form for the fiscal year ended December 31,
2023.
Profit Distribution and 2023 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 $0.075, payable in four equal quarterly installments of $0.01875, and an extraordinary
dividend of $0.00625, payable in one installment, representing a total distribution of $0.025 per
share, or $29,973740 in total. This represents an increase of 43.8% compared to last years dividend.
Table 1. Shareholder-Approved Profit Distribution for the Fiscal Year Ended December 31, 2023.
($) (COP$)(1)
Profit for the year 15,441,821 61,023,949,313
Minus: Transfers to reserves as follows:
Reserve for new projects 15,441,821 61,023,949,313
Plus: Release of untaxed reserves from previous years
Transfer from reserve for payment of untaxed
dividends
29,973,740 118,452,091,985
Available for distribution to shareholders 29,973,740 118,452,091,985
The following distribution was approved:
Payment of untaxed dividends 29,973,740 118,452,091,985
(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, 2023, of $1.00 = approximately COP$3,951.86 which includes adjustments on
the translation to COP from the USD according to IFRS.
The Canadian record dates and Canadian/Colombian payment dates are set out in Table 2.
Table 2. Canadian Record Dates and Canadian/Colombian Payment Dates.
Record Date Payment Date
Amount per share
($) (COP$)(1)
Ordinary Dividend April 11, 2024 April 18, 2024 0.01875 74.1
July 11, 2024 July 18, 2024 0.01875 74.1
October 9, 2024 October 17, 2024 0.01875 74.1
January 9, 2025 January 16, 2025 0.01875 74.1
Extraordinary Dividend April 11, 2024 April 18, 2024 0.00375 14.8
July 11, 2024 July 18, 2024 0.00375 14.8
October 9, 2024 October 17, 2024 0.00375 14.8
January 9, 2025 January 16, 2025 0.00375 14.8
(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, 2023 of $1.00 = approximately COP$3,951.86.
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 approved dividend is in line with the Company’s dividend policy, which is to pay in dividends at
least 15% of the net income 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 election. For
additional information, see the Company’s management information circular dated February 16,
2024 (the “Circular”) in respect of the Meeting, available under the Company’s profile on SEDAR+.
On the day of the Meeting but prior to the formal start of the Meeting, six slates of nominees were
proposed for election. The slate of nine nominees proposed in the Circular, on the recommendation
of the Corporate Governance and Sustainability Committee, consisted of Eduardo Pacheco Cortés,
Dieter W. Jentsch, José Fernando Llano Escandón, Nicolás Durán Martinez, Juan Carlos Páez Ayala,
Mónica Jiménez González, Sergio Restrepo Isaza, Alberto Mejía Hernández and Lucia Taborda
(“Slate 1”); the second slate consisted of Lucía Taborda, Mauricio Toro and Simón Escobar (“Slate
2”); the third slate consisted of Alberto Mejía Hernández, Juan Esteban Mejía and Dieter Jentsch
(“Slate 3”); the fourth slate consisted of Marco Izquierdo (“Slate 4”); the fifth slate consisted of Sofía
Bianchi, Michael Gregory Doyle, Daniel Fernando Henao and Kadri Dagdelenand (“Slate 5”); and the
sixth slate consisted of Daniel Fernando Henao, Kadri Dagdelen, Sofía Bianchi and Michael Gregory
Doyle (“Slate 6”).
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 Election, Evaluation and Compensation of
the Board of Directors.
Of the 242,326,921 common shares represented in person or by proxy at the Meeting, 24,640,048
(10.17%) voted in favour of Slate 1, 46,316,446 (19.11%) voted in favour of Slate 2, 55,127,324
(22.75%) voted in favour of Slate 3, 23,871,226 (9.85%) voted in favour of Slate 4, 46,611,206
(19.23%) voted in favour of Slate 5, 45,662,273 (18.84%) voted in favour of Slate 6 and 98,398
(0.04%) 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 1director from Slate
1: Eduardo Pacheco Cortés; 2 directors from Slate 2: Lucía Taborda and Mauricio Toro; 2 directors
from Slate 3: Alberto Mejía Hernández and Juan Esteban Mejía; 1 director from Slate 4: Marco
Izquierdo; 2 directors from Slate 5: Sofía Bianchi and Michael Gregory Doyle; and 1 director from
Slate 6: Daniel Fernando Henao Villamil.
Mr. Mejia, Vice-Chairman 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 ends another full fiscal year of being listed on both the Toronto Stock Exchange and
the Colombia Stock Exchange.”
New Directors’ Biographies
Juan Esteban Mejia
Juan Esteban Mejia is an Administrative Engineer and Chartered Financial Analyst from the CFA
Institute.
Since May 2022, Juan Esteban has served as Manager of Corporate and Presidential Affairs at Grupo
Argos, leading the Investor Relations, Sustainability and Communications teams. He has supported
the strategy of Grupo Argos in the process of combining Argos USA with Summit Materials and has
supported the presidency of the board of directors of Grupo Argos and its subsidiaries.
Prior to his current position, Juan Esteban worked at Argos as Manager of Investor Relations and
Presidential Affairs and Leader of Strategy and Mergers and Acquisitions.
Sofia Bianchi
Sofia Bianchi is an international finance professional with 35 years of experience in: i) serving on
and advising boards on strategy, value creation, corporate finance, corporate governance, and ESG;
ii) financial and operational restructuring of corporations and funds; and iii) fund management:
special situations, infrastructure, debt and mezzanine.
She is the Founding Partner of Atlante Capital Partners, which invests in structurally undervalued
businesses. Until 2020 she was Head of Special Situations, as well as a Member of the Investment
Committee for Debt and Infrastructure, at the CDC (now BII), the United Kingdom’s development
finance institution. Previously she was Head of Special Situations at BlueCrest Capital Management,
a multi-billion British-American investment firm.
As Deputy Managing Director of the Emerging Africa Infrastructure Fund, she was a lead participant
in establishing and running the fund, which was the first of its kind. Prior to that, she was a senior
banker at the EBRD and an executive in the M&A team of Prudential Bache.
Sofia currently holds several positions as an independent non-executive director. She serves on the
Board of Ma’aden, the largest multi-commodity mining and metals company in the Middle East,
where she represents the sovereign wealth fund of Saudi Arabia (PIF). She is also a member of the
board of directors of Manara Minerals, Ivanhoe Electric and Yellow Cake. In Canada she is the chair
of the board of Canagold Resources, a TSX listed gold development company.
Michael Doyle
With over 35 years of global experience in mining and exploration, Mr. Doyle has worked for
organizations such as Rio Tinto, Inmet, Wardell-Armstrong, and Sun Valley Investments. He is a
chartered engineer and geologist and has an M.Eng. and an M.Sc. in Environmental Management
from Imperial College London.
Mr. Doyle’s expertise spans exploration, feasibility studies, environmental permitting, groundwater
management, construction, and the exploitation at both small-scale and major mining projects.
Notably, during his tenure at Rio Tinto, he spearheaded the exploration team that identified the Las
Cruces high-grade copper deposit in southern Spain.
Mr. Doyle is a Partner and Vice President of Technical Services at Sun Valley Investments, where he
oversees existing mining operations and conducts rigorous technical evaluations of potential
investments in mining projects worldwide. He is also an executive director of Canagold Resources,
a TSX listed company, focused on advancing western Canada’s highest-grade gold project, located
in northwestern British Columbia.
Mauricio Toro Zuluaga
Mauricio Toro is a Lawyer from the Universidad Pontificia Bolivariana, Colombia.
Mr. Toro was a Judge for 3 years, and worked at the law firm Morenos & Cía. for over 28 years,
where he advised multiple companies such as Dole, Embraer, Consorcio Hispano-Alemán
Constructor Del Metro De Medellín (Colombian metropolitan train company), Enka, Andina De
Construcciones, Cúpula (construction), Estruco (construction), Clínica Las Américas, Flor América,
Satexco and Caribe Motor among others.
He has extensive experience in commercial, contractual, labor, human resources and administrative
matters, and has been a member on the board of directors of other listed companies.
He has also practiced as an independent lawyer in the fields of commercial, contractual, labor and
administrative law.
Daniel Henao Villamil
Mr. Henao is a seasoned engineer and mining industry leader with proven expertise in driving
strategic growth across the entire value chain of the precious metals industry: from the execution
of high-impact exploration campaigns to mining, processing and refining. As Partner and Vice
President of Business Development at Sun Valley Investments, Mr. Henao has led the evaluation,
acquisition, development and operation of multiple precious metals projects generating
sustainable growth and value creation of over US $400 million.
Mr. Henao possesses extensive experience in mergers and acquisitions under different cultural and
business environments, risk management, project management as well as a strong track record in
navigating complex mining regulations, ensuring projects comply with environmental and safety
standards while maximizing profitability. He is recognized for his leadership qualities, strong
communication and negotiation skills.
Mr. Henao also leads the development and implementation of impactful social programs focused
on children’s education and environmental initiatives through Fundación Quintana, promoting
sustainable development and community well-being.
Marco Izquierdo
Marco Izquierdo is an Industrial Engineer and holds an MBA, with nearly 30 years of experience in
strategic and financial planning, budgeting, risk management and project feasibility analysis.
Mr. Izquierdo currently serves as Vice President and Director of Investments at Corficolombiana,
where he is responsible for the investment portfolio in tourism, agribusiness, airport infrastructure,
water treatment, textiles and real estate.
Prior to Corficolombiana, he worked as a strategic and financial consultant at the Cali (Colombia)
Integrated Mass Transportation System (“MIO”) and was a Fellow and an advisor in strategy and
finance for the United States Department of Housing and Urban Development.
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.
Name of Nominee Votes For (%)
Votes
Withheld (%) Abstained (%) Total Shares
Alberto Mejia Hernandez 200,919,597 82.91 0 0.00 41,407,324 17.09 242,326,921
Juan Esteban Mejia 198,892,789 82.08 2,026,808 0.84 41,407,324 17.09 242,326,921
Sofia Bianchi 117,764,332 48.60 38,558,289 15.91 86,004,300 35.49 242,326,921
Michael Doyle 117,764,332 48.60 38,558,289 15.91 86,004,300 35.49 242,326,921
Lucia Taborda 200,919,597 82.91 0 0.00 41,407,324 17.09 242,326,921
Mauricio Toro 198,892,789 82.08 2,026,808 0.84 41,407,324 17.09 242,326,921
Daniel F. Henao 117,764,332 48.60 38,558,289 15.91 86,004,300 35.49 242,326,921
Eduardo Pacheco 119,550,299 49.33 59,294,864 24.47 63,481,758 26.20 242,326,921
Marco Izquierdo 186,521,500 76.97 0 0.00 55,805,421 23.03 242,326,921
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
In accordance with applicable Canadian securities laws, yesterday prior to the Meeting, Mineros
filed its annual information form for the year ended December 31, 2023 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., and on SEDAR+ at www.sedarplus.com.
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 and Nicaragua 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:
Alan Wancier or Ann Wilkinson
(+57) 42665757
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 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 most
recent annual information form, available on SEDAR+ at www.sedarplus.com.
Forward-Looking Statements
This news release contains “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 regarding the Company’s financial
position, business strategy, growth strategies, addressable markets, budgets, operations, financial
results, taxes, dividend policy, plans and objectives. Forward-looking information includes
statements that use forward-looking terminology such as “may”, “could”, “would”, “will”, “should”,
“intend”, “target”, “plan”, “expect”, “estimate”, “anticipate”, “believe”, “continue”, “potential”,
“view” or the negative or grammatical variation thereof or other variations thereof or comparable
terminology. Such forward-looking information includes, without limitation, statements with
respect to the timing and payment of dividends.