MERCANTIL COLPATRIA ANNOUNCES SALE OF SHARES OF MINEROS S.A.

BOGOTÁ, Colombia, March 1, 2024 /CNW/ - Mercantil Colpatria S.A. ("Mercantil Colpatria") along with Vince Business Corp., Vince Business Colombia S.A.S., Banderato Colombia S.A.S. and Acciones y Valores Nuevo Milenio S.A. (as successor to Compañía de Inversiones Colpatria S.A.) each an affiliate of Mercantil Colpatria and joint actor (collectively referred to as the "Colpatria Group"), today announces that it will file an early warning report in connection with its holdings in Mineros S.A. ("Mineros") as Mercantil Colpatria, Vince Business Corp., Vince Business Colombia S.A.S. and Banderato Colombia S.A.S.  (collectively, the "Vendors") have entered into a share purchase agreement (the "Agreement") with Sun Valley Investments AG (the "Purchaser") to sell 67,440,916 common shares of Mineros ("Common Shares") to the Purchaser, by way of a private agreement among parties located outside of Canada (the "Transaction"), representing 22.5% of the issued and outstanding Common Shares. The aggregate consideration under the Transaction is C$56,380,605 or C$0.836 per Common Share. The Transaction did not occur on a stock exchange or other securities market.  The Vendors will sell the Common Shares pursuant to the Transaction for business purposes.

A condition of the completion of the Transaction is that nominees put forth by the Purchaser ("Purchaser Nominees") are elected to Mineros' board of directors in accordance with the terms of the Agreement. Pursuant to the terms of the Agreement, the Vendors are required to submit the Purchaser Nominees to be elected as new directors of Mineros and vote in favour of the Purchaser Nominees at the next annual meeting of Mineros' general shareholders assembly which has been scheduled for March 26, 2024.    

In connection with the Transaction, Banderato Colombia S.A.S and Acciones y Valores Nuevo Milenio S.A. (the "MC Companies") have entered into a shareholders' agreement (the "Shareholders Agreement") with the Purchaser governing the 23,662,827 remaining Common Shares that will be held by the MC Companies following the Transaction. The Shareholders Agreement will require the MC Companies to vote in favour of Purchaser Nominees following the closing of the Transaction during the term of the Shareholders Agreement and, subject to certain conditions, the Shareholders Agreement will require the Purchaser to acquire additional Common Shares from the MC Companies. 

Immediately prior to the Transaction, the Colpatria Group beneficially owned or exercised control over 91,103,743 Common Shares, representing 30.39% of the issued and outstanding Common Shares. Upon completion of the Transaction, the Colpatria Group will continue to beneficially own or exercise control over the Remaining Shares (being 23,662,827 Common Shares), representing 7.89% of the issued and outstanding Common Shares. The Transaction is expected to close in the first half of 2024, subject to certain terms and conditions.

The MC Companies will continue to hold their shares in Mineros for investment purposes. The Colpatria Group will evaluate its investment in Mineros on an ongoing basis and may increase or decrease its holdings in Mineros in the future, subject to market conditions and other relevant factors. 

CIBC Capital Markets acted as exclusive financial advisor to Mercantil Colpatria, and Gómez-Pinzón Abogados (Colombia) and Fasken Martineau DuMoulin LLP (Canada) acted as legal advisors to Mercantil Colpatria in connection with the Transaction.

The head office of the Colpatria Group is Carrera 7 No. 24-89, Piso 33, Edificio Torre Colpatria, Bogotá D.C., Colombia.

An early warning report will be filed by the Colpatria Group in accordance with applicable Canadian securities laws and will be available on SEDAR+ at www.sedarplus.ca

SOURCE Mercantil Colpatria S.A

may be obtained directly from the Colpatria Group upon request by contacting Catalina Torres Artunduaga at phone number [phone] or [email protected].