Mineros S.A. Announces Evaluation of Potential Corporate Re-domiciliation and Calls Special Meeting of Shareholders
Mineros S.A. Announces Evaluation of Potential Corporate Re-domiciliation
and Calls Special Meeting of Shareholders
MEDELLÍN, Colombia--(BUSINESS WIRE)--February 2, 2026--Mineros S.A. (TSX:MSA,
OTCQX:MNSAF, BVC:MINEROS) (“Mineros” or the “Company) announces that its Board of
Directors has initiated a formal evaluation of a potential corporate re-domiciliation or related
reorganization involving the Company’s jurisdiction of incorporation.
Strategic Review and Structural Considerations
The Company is assessing the legal, fiscal, regulatory, and operational implications of a potential
reorganization of its corporate structure. Any such reorganization could involve, among other
steps, a statutory merger between Mineros and a newly incorporated successor entity established
pursuant to the corporate framework ultimately selected by the Board.
The objective of this evaluation is to determine whether an alternative corporate framework
would better align with the Company’s evolving asset base, shareholder profile, and long-term
strategic objectives, while supporting disciplined capital allocation and sustainable shareholder
value creation.
Special Meeting of Shareholders
Under applicable corporate law, a statutory merger requires approval by the General
Shareholders Assembly. As the Company’s audited financial statements as of December 31,
2025 would serve as the basis for any potential merger, the relevant legal framework requires
that a shareholders’ meeting be convened within a prescribed period.
Accordingly, and in order to preserve procedural flexibility while the Board’s evaluation remains
ongoing, the Board of Directors has authorized the calling of a special meeting of shareholders
(the “Meeting”). The Meeting has been convened on a precautionary basis and does not reflect a
final determination by the Board to proceed with any re-domiciliation or reorganization.
Key Details regarding the Special Meeting:
• Meeting Date: April 30, 2026
• Record Date: March 11, 2026
• Purpose: To consider and, if deemed advisable, approve a special resolution authorizing a
proposed merger agreement that could give effect to a potential re-domiciliation or related
corporate reorganization
The Company emphasizes that no definitive decision has been made regarding any re-
domiciliation or reorganization. Any recommendation by the Board to proceed would be subject
to the completion of comprehensive due diligence, Board approval, and the satisfaction of
customary conditions, including receipt of all required regulatory and stock-exchange approvals.
Should the Board determine that proceeding with a re-domiciliation or reorganization is
advisable and in the best interests of the Company, full details of the proposed transaction would
be provided in a management information circular delivered to shareholders of record in advance
of the Meeting, in accordance with applicable law.
ABOUT MINEROS S.A.
Mineros is a leading Latin American gold mining company headquartered in Medellín,
Colombia. The Company operates a diversified portfolio of assets in Colombia and Nicaragua
and maintains a pipeline of development and exploration projects across the region, including the
La Pepa Project in Chile.
With more than 50 years of operating history, Mineros maintains a longstanding focus on safety,
sustainability, and disciplined capital allocation. Its common shares are listed on the Toronto
Stock Exchange (MSA) and the Colombian Stock Exchange (MINEROS) and trade on the
OTCQX® Best Market under the symbol MNSAF.
Election of Directors – Electoral Quotient System
The Company has received an exemption from the individual and majority voting requirements
applicable to TSX-listed issuers. Compliance with such requirements would conflict with
Colombian laws and regulations, which require directors to be elected from a slate of nominees
under an electoral quotient system. Additional details are available in the Company’s most recent
Annual Information Form, accessible on the Company’s website at www.mineros.com.co and 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 includes statements regarding the evaluation of a
potential re-domiciliation or corporate reorganization, the possible structure and timing of any
such transaction, the holding of the Meeting, and related approvals and processes.
Forward-looking information is based on management’s current expectations and assumptions as
of the date of this release and is subject to risks and uncertainties that could cause actual results
to differ materially. Readers are cautioned not to place undue reliance on forward-looking
information. The Company undertakes no obligation to update forward-looking information
except as required by applicable securities laws.
Contacts
For Further Information:
Ann Wilkinson
Vice President, Investor Relations
+1 (647) 496-3011
Juan Obando
Director, Investor Relations
+57 (4) 266-5757