20:13:57 EST Wed 28 Jan 2026
Enter Symbol
or Name
USA
CA



Andean Precious Metals Corp
Symbol APM
Shares Issued 149,780,936
Close 2026-01-28 C$ 10.40
Market Cap C$ 1,557,721,734
Recent Sedar+ Documents

Andean Precious closes $95.5-million secondary offering

2026-01-28 18:12 ET - News Release

Ms. Amanda Mallough reports

ANDEAN PRECIOUS METALS ANNOUNCES CLOSING OF C$95.6 MILLION BOUGHT PUBLIC SECONDARY OFFERING OF COMMON SHARES BY PMB PARTNERS

Andean Precious Metals Corp. has closed the previously announced bought deal secondary offering of 9,102,250 common shares of Andean by PMB Partners LP (the selling shareholder) at a price of $10.50 per common share for total gross proceeds of $95,573,625, including the full exercise of the underwriters' option. This disposition is part of an initiative by Andean to increase the free float of the company and to enhance liquidity of its common shares.

The common shares were offered publicly in all provinces and territories of Canada, except Quebec and Nunavut, by way of a prospectus supplement to the company's short form base shelf prospectus dated Nov. 10, 2025, and in accordance with Regulation S and: (i) on a private placement basis to qualified institutional buyers in the United States in accordance with Rule 144A, and (ii) to non-U.S. persons (as defined in Regulation S) in any such other jurisdictions outside the United States in reliance on Regulation S, as mutually agreed between the company and the underwriters, and except for offers in Canada, on a private placement basis pursuant to prospectus and registration exemptions in accordance with applicable securities laws.

The net proceeds of the secondary offering have been paid to the selling shareholder. The company did not receive any proceeds from the secondary offering.

The secondary offering was led by National Bank Financial Inc., as lead underwriter and sole bookrunner, together with a syndicate of underwriters.

The common shares are listed and posted for trading on the Toronto Stock Exchange under the symbol APM and on the OTCQX Market under the symbol ANPMF.

Copies of the documents relating to the secondary offering, such as the base shelf prospectus, the prospectus supplement and the underwriting agreement, are available under the company's profile on SEDAR+.

Early warning report

This press release is being issued in connection with the filing of an early warning report pursuant to the requirements of National Instrument 62-103 -- The Early Warning System and Related Take-Over Bid and Insider Reporting Issues regarding the disposition of common shares by the selling shareholder. Andean's head office is located at 15 Toronto St., unit 401, Toronto, Ont., M5C 2E3, Canada.

The selling shareholder is an Ontario limited partnership with its head office located at 22 Adelaide St. West, suite 3400, Toronto, Ont., M5H 4E3.

The selling shareholder disposed of ownership and control of 9,102,250 common shares upon the closing of the secondary offering today. In connection with the secondary offering, the selling shareholder received a price of $10.50 per common share, for total consideration of $95,573,625 before deducting commissions.

Immediately prior to the completion of the secondary offering, the selling shareholder beneficially owned 79,718,750 common shares, representing approximately 53.22 per cent of the issued and outstanding common shares on a non-diluted basis. Immediately following the closing of the secondary offering, the selling shareholder beneficially owned 70,616,500 common shares, representing approximately 47.15 per cent of the issued and outstanding common shares on a non-diluted basis.

The selling shareholder may, depending on market and other conditions, increase or decrease its beneficial ownership in Andean's securities, whether in transactions over the open market, by privately negotiated arrangements or otherwise, subject to a number of factors, including general market conditions, and other available investment and business opportunities.

An affiliate of the selling shareholder has, in connection with the secondary offering, entered into privately negotiated capped call option transactions with a financial institution counterparty which will be net settled in cash, common shares or a combination thereof, at the election of the selling shareholder affiliate. The capped call transactions are expected to compensate the selling shareholder affiliate (through the payment of cash, delivery of common shares or a combination thereof, at the election of the selling shareholder affiliate) for appreciation of the price of the common shares above the lower strike price of the capped calls, subject to the cap price (the upper strike price of the capped calls).

The average lower strike price of the capped calls is $10.50. The weighted average cap price of the capped calls is $14.5006. The number of common shares underlying the capped call transactions is 7,915,000, the same number of common shares sold in the secondary offering (excluding the common shares sold pursuant to the underwriters full exercise of the underwriters' option).

The capped call option transactions will expire on July 11, 2028, unless earlier unwound or terminated in accordance with the capped call transaction documents.

In connection with establishing its initial hedges of the capped call transactions, the capped call counterparty or an affiliate thereof purchased shares in the secondary offering.

In addition, the capped call counterparty or an affiliate thereof may, during the term of the capped call transactions, modify its hedge position by entering into or unwinding various derivatives with respect to the common shares and/or purchasing or selling the common shares in secondary market transactions. This activity could affect the market price and liquidity of the common shares.

The early warning report will be filed by the selling shareholder on SEDAR+ in accordance with applicable securities laws. To obtain a copy of the early warning report, please contact Andean's director, investor relations, Amanda Mallough, by e-mail at amallough@andeanpm.com or by phone at 647-463-7808.

About Andean Precious Metals Corp.

Andean is a growing precious metals producer focused on expanding into top-tier jurisdictions in the Americas. The company owns and operates the San Bartolome processing facility in Potosi, Bolivia, and the Golden Queen mine in Kern county, California, and is well financed to act on future growth opportunities. Andean's leadership team is committed to creating value; fostering safe, sustainable and responsible operations; and achieving its ambition to be a multiasset, mid-tier precious metals producer.

We seek Safe Harbor.

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