(all amounts expressed in U.S. dollars unless
otherwise stated)
/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE
SERVICES OR DISSEMINATION IN THE UNITED
STATES./
MEDELLIN, Colombia,
Nov. 19, 2021 /CNW/ - Mineros S.A.
(TSX: MSA) (CB: MINEROS) ("Mineros" or the
"Company"), a Latin American gold mining company
headquartered in Medellin,
Colombia, is pleased to announce the closing of its
previously announced initial public offering (the "Canadian
Offering") in Canada, and its
over-subscribed concurrent public offering in Colombia (the "Colombian Offering").
Pursuant to the Canadian Offering, Mineros issued 22,222,223 common
shares of the Company ("Common Shares") at a price of
US$0.90 (being C$1.1207) per Common Share (the "Offering
Price") for total gross proceeds of approximately US$20 million (being approximately C$24.9 million). Pursuant to the Colombian
Offering, Mineros issued 12,777,777 Common Shares at the Offering
Price, including 1,666,666 Common Shares following the exercise in
full by the Colombian underwriter of its over-allotment option, for
total gross proceeds of approximately US$11.5 million.
The Common Shares will commence trading today on the Toronto
Stock Exchange ("TSX") under the symbol "MSA". The Common
Shares are also listed on the Colombian Stock Exchange (Bolsa de
Valores de Colombia or
"BVC") under the symbol "MINEROS:CB".
"Today is a historic milestone, as Mineros becomes the first
Colombian company to have its common shares directly listed on
both the Toronto Stock Exchange and the Colombian Stock Exchange,"
said Andrés Restrepo, President and CEO of Mineros. "With this dual
listing we look forward to working with the Canadian investment
community to expand our shareholder base into the North American
market. Our Company has a long and profitable history of building
and operating gold mines in Latin
America, built on the fundamental principle that we operate
for the well-being of everyone."
The Company expects to use the net proceeds from the Canadian
Offering and the Colombian Offering to repay all of the existing
indebtedness incurred in May 2021 in
connection with the consolidation of a 100% interest in its
Luna Roja exploration target in
Nicaragua, and to pursue its
growth strategies.
The Canadian Offering was led by Scotiabank and Sprott Capital
Partners LP as co-lead underwriters and joint bookrunners
(together, the "Underwriters"). Mineros has granted the
Underwriters an over-allotment option (the "Over-Allotment
Option") to purchase up to an additional 3,333,334 Common
Shares at the Offering Price for additional gross proceeds of
US$3,000,000 if the Over-Allotment
Option is exercised in full. The Over-Allotment Option can be
exercised for a period of 30 days from the date of the closing of
the Canadian Offering.
The Colombian Offering was authorized by the Superintendency of
Finance by Resolution 1292 dated as of November 4, 2021, and made through Corredores
Davivienda S.A., Comisionista de Bolsa, as underwriter (the
"Colombian Underwriter").
Gowling WLG (Canada) LLP in
Canada and DLA Piper Martinez
Beltran in Colombia acted as legal
counsel to Mineros, and Fasken Martineau DuMoulin LLP acted as
legal counsel to the Underwriters.
The Common Shares have not been, nor will they be, registered
under the United States Securities Act of 1933 (the "U.S.
Securities Act") or any state securities laws. Accordingly, the
Common Shares may not be offered or sold in the United States unless an exemption from the
registration requirements of the U.S. Securities Act is available
and such offer or sale is made in compliance with any applicable
state securities laws. This news release shall not constitute an
offer to sell or the solicitation of an offer to buy, nor shall
there be any sale of these securities, in any jurisdiction in which
such offer, solicitation or sale would be unlawful. No securities
regulatory authority has either approved or disapproved of the
contents of this news release.
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 our operations.
Mineros' common shares are listed on the Toronto Stock Exchange
under the symbol "MSA", and on the Colombian Stock Exchange under
the symbol "MINEROS:CB".
In connection with its listing application, the Company has been
granted an exemption from the individual voting and majority voting
requirements applicable to listed issuers under TSX 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 final prospectus
dated November 11, 2021, available on
SEDAR at www.sedar.com.
Forward-Looking Statements
This press release contains "forward-looking information" and
"forward-looking statements" (collectively, "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. Particularly, information regarding the Company's
expectations of future 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 results "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 limited to, the trading of the Common Shares on the TSX, the
use of proceeds, and the exercise of the Over-Allotment Option.
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 the 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, and the factors discussed under "Risk
Factors" in the final prospectus of the Company dated November 11, 2021 (the "Final
Prospectus"), 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 Final Prospectus 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 intention 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.
SOURCE Mineros S.A.
