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Mineros SA
Symbol MSA
Shares Issued 295,780,517
Close 2026-03-30 C$ 4.54
Market Cap C$ 1,342,843,547
Recent Sedar+ Documents

Mineros holders approve March 27 meeting resolutions

2026-03-30 18:24 ET - News Release

Ms. Ann Wilkinson reports

MINEROS ANNOUNCES RESULTS OF 2026 SHAREHOLDER MEETING

Mineros S.A. has released the results of the ordinary meeting of its general shareholders assembly, held on Friday, March 27, 2026, in Medellin, Colombia. (All dollar amounts are in U.S. dollars unless otherwise noted.)

Results of ordinary meeting of general shareholders assembly

Profit distribution and 2026 dividends

At the meeting, the general shareholders assembly approved the distribution of the company's 2025 profits as set forth in table 1, including an annual ordinary dividend of 10 cents per common share, payable in four equal quarterly instalments of 2.5 cents, representing a total distribution of $29,578,052.

The Canadian record dates and Canadian/Colombian payment dates are set out in table 2.

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 foreign exchange rate on the date of payment.

The approved dividend is consistent with the company's dividend policy, which provides for the distribution of at least 15 per cent of the net income of the prior fiscal year, provided that doing so is consistent, in management's good-faith judgment, with maximizing the long-term value of the company.

Dividends will be paid out of profits earned during and after the 2017 financial year, which have been subject to corporate tax in Colombia. Under the Colombian tax code, dividends and distributions out of profits taxed at the corporate level to non-resident shareholders are generally subject to a 20-per-cent withholding tax, which the company will withhold and remit to the Colombian National Tax and Customs Authority (DIAN). A lower rate may apply for persons who are tax resident in countries that have entered into a tax treaty with Colombia. The company has made available a procedure by which shareholders entitled to a withholding tax rate of less than 20 per cent may claim and request delivery of any excess amounts withheld prior to their remittance to DIAN. This procedure is made available as a service to shareholders and may be discontinued or revised at any time without notice. For additional information, see the circular or the company's most recent annual information form, each available on the company's profile on SEDAR+.

Approval of share repurchase resolution

At the meeting, the general shareholders assembly approved a share repurchase program pursuant to a substitutive proposal presented by a shareholder, which increased the program's aggregate amount from $20-million (U.S.), as initially proposed by the administration, to $80-million (U.S.). The resolution authorizes the Company, at the discretion of the Board of Directors (the "Board"), to repurchase its common shares by way of market purchases on the Colombia Stock Exchange and/or the Toronto Stock Exchange, or through mechanisms that ensure equitable treatment, up to a maximum aggregate amount of $80-million (U.S.), charged to the reserve created for this purpose, over a period not to exceed three years.

Under Colombian law, shareholders are required to approve any repurchase of shares, and the general shareholders assembly accordingly approved the share repurchase resolution to afford the board the flexibility to undertake one or more issuer bids over the next three years, subject to applicable rules and regulations in Canada and Colombia. Of the common shares represented in person or by proxy at the meeting, 256,422,788 (99.99 per cetn) voted in favour of the share repurchase resolution. The resolution was properly brought before the meeting in accordance with applicable Colombian rules and regulations and the company's guidelines governing the general shareholders assembly.

Election of directors

The board is elected in accordance with the Colombian electoral quotient system, under which directors are elected based on slates of nominees proposed for election. For additional information, see the company's management information circular dated Feb. 17, 2026, available on the company's website and under its profile on SEDAR+.

A single slate of five nominees was proposed for election at the meeting. The slate, recommended by the corporate governance and sustainability committee and set forth in the circular, consisted of Filipe J. Martins, Augusto Lopez, Vikram Sodhi, Hernan Rodriguez and Sofia Bianchi.

Each nominee 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 the 256,827,362 common shares represented in person or by proxy at the meeting, 256,776,137 (99.98 per cent) voted in favour of the slate and 51,225 (0.02 per cent) voted against. In accordance with the electoral quotient system, the directors forming the slate were elected. The board is now composed of the individuals detailed in an attached table.

Advisory vote on individual directors

At the meeting, shareholders voted on an advisory resolution in respect of each individual nominee proposed for election. Table 3 summarizes the results.

Approval of director compensation

The general shareholders assembly approved the remuneration for members of the board, as detailed in an attached table.

Mr. Sodhi has voluntarily renounced all rights to director compensation.

Results of other resolutions

All other resolutions outlined in the circular were passed at the meeting.

About Mineros S.A.

Mineros is a leading Latin American gold mining company headquartered in Medellin, 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 long-standing 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 and on SEDAR+.

We seek Safe Harbor.

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