Author: Business Wire

Magellan Aerospace Partners With Aequs Private Limited to Explore Setting Up a Sand Casting Facility in India

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TORONTO & BELAGAVI, India — Magellan Aerospace Corporation (“Magellan”) announced the signing of a Memorandum of Understanding (MOU) today with Aequs Private Limited (“Aequs”) to explore the development of a business plan for setting up a 50/50 jointly-owned aerospace sand casting facility situated at the Belagavi Aerospace Cluster (BAC), in Karnataka, India.

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The proposed facility aims to meet the sand casting demands in the growing aerospace industry. This increased sand-casting capacity would support both commercial and defence sectors.

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Currently, India has a limited number of aerospace-qualified NADCAP sand casting facilities. This new venture aims to enhance sand casting capabilities in Southeast Asia. Magellan is currently a centre of excellence for sand castings in North America, with the ability to cast complex geometries in the industry utilizing the chemically bonded sand process. The North American facilities have expertise in utilizing innovative, leading technologies such as 3D sand printing, robotics, digital radiography, and automated differential pressure bottom pouring.

India’s aerospace sector has experienced growth over the past decade, driven by government initiatives including Make in India and UDAN Scheme, growth in the private sector, and increasing air traffic. Air travel demand in India has surged, making it one of the fastest-growing aviation markets in the world.

In 2007, Aequs and Magellan established Aerospace Processing India (API), a joint venture that was the first third party facility approved by both Airbus and Boeing in India, providing innovative surface treatment solutions not readily available in India.

In 2024, Magellan and Aequs entered a Memorandum of Understanding to explore the development of a business plan for a jointly owned facility for maintenance, repair and overhaul of aircraft engines in Karnataka, India. These ventures demonstrate the foundation of the Aequs and Magellan relationship that aims to deliver effective solutions to support a global customer base.

Commenting on this newly agreed-to MOU, Aravind Melligeri, Chairman and CEO, Aequs, said, “This proposal to explore the setting up of a sand casting facility with our long-time partner Magellan Aerospace at the Belagavi Aerospace Cluster is aligned with our commitment to offer our customers world class manufacturing processes and technologies. It will also contribute to the vertically integrated manufacturing capabilities that Aequs operates at the Cluster. Advancements in sand casting technology have made it possible to provide lightweight yet robust components made to stringent standards that the aerospace industry demands.”

Phillip Underwood, President and CEO, Magellan Aerospace, said, “With the anticipated aerospace and aviation growth, this potential new sand casting venture in India will focus on infrastructure development, cost advantages, capacity increases and strategic initiatives that are essential to realizing the sector’s global potential. Magellan is committed to helping grow this commodity in India. We are ready to meet the growing needs of our castings customers with the cost-effective and quality solutions they have come to expect.”

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About Aequs Private Limited

Aequs ( www.aequs.com) was founded in 2006 and is a diversified manufacturing platform providing vertically integrated, high precision manufacturing solutions for the aerospace and consumer industries. It runs manufacturing operations across three continents to provide supply chain efficiencies to its global customer base in multiple industry verticals. Aequs currently operates manufacturing facilities in India, France, and the United States of America.

About Magellan Aerospace Corporation

Magellan Aerospace Corporation ( www.magellan.aero) is a global aerospace company that provides complex assemblies and systems solutions to aircraft and engine manufacturers, and defence and space agencies worldwide. Magellan designs and manufactures aeroengine and aerostructure assemblies and components for aerospace markets, advanced proprietary products for military and space markets, and provides engine and component repair and overhaul services worldwide. Magellan is a public company whose shares trade on the Toronto Stock Exchange (TSX: MAL), with operating units throughout North America, Europe, and India.

Forward Looking Statements

Some of the statements in this press release may be forward-looking statements or statements of future expectations based on currently available information. When used herein, words such as “expect”, “anticipate”, “estimate”, “may”, “will”, “should”, “intend”, “believe”, and similar expressions, are intended to identify forward-looking statements. Forward-looking statements are based on estimates and assumptions made by the Corporation in light of its experience and its perception of historical trends, current conditions and expected future developments, as well as other factors that the Corporation believes are appropriate in the circumstances. Many factors could cause the Corporation’s actual results, performance or achievements to differ materially from those expressed or implied by the forward-looking statements, including those described in the “Risk Factors” section of the Corporation’s Annual Information Form (copies of which filings may be obtained at www.sedar.com). These factors should be considered carefully, and readers should not place undue reliance on the Corporation’s forward-looking statements. The Corporation has no intention and undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

View source version on businesswire.com: https://www.businesswire.com/news/home/20250306565642/en/

Contacts

Laura Podaima
Director, Corporate Communications
Magellan Aerospace Limited
Ph. +1 204 228 3719
laura.podaima@magellan.aero

C Chitti Pantulu
Vice President, Marketing & Communications
Aequs Private Limited
Aequs Special Economic Zone
M: +91 77956 90653
chitti.pantulu@aequs.com

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Triple Flag Acquires Silver and Gold Streams on Arcata and Azuca

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TORONTO — Triple Flag Precious Metals Corp. (with its subsidiaries, “Triple Flag” or the “Company”) (TSX: TFPM, NYSE: TFPM) announces that its wholly owned subsidiary, Triple Flag International Ltd., has acquired 5% silver and gold streams on each of the Arcata and Azuca mines in Peru operated by Sierra Sun Precious Metals S.A.C. (“Sierra Sun”) for total cash consideration of $35 million. All amounts are expressed in US dollars unless otherwise indicated.

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“We are pleased to announce that we have acquired 5% silver and gold streams on the Arcata and Azuca mines in Peru from Sierra Sun, a well-established operator in the country,” commented Sheldon Vanderkooy, CEO. “Collectively, Arcata and Azuca are expected to have at least a 10-year mine life, with Sierra Sun targeting production to restart at Arcata in the near term. GEOs pursuant to the Streams are expected to rise over the course of the ramp-up to approximately 5 to 6 thousand GEOs per year by 2028. There is no step-down in stream rates. The Sierra Sun management team have extensive experience in Peru and have provided mining and engineering services to some of the top mining companies operating in the country. We believe that Arcata and Azuca are exciting precious metals restart and development opportunities, respectively, with excellent exploration upside, and we look forward to our partnership with Sierra Sun.”

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Key Terms and Transaction Highlights

  • Precious metals streams with no step-downs in Peru. Triple Flag has the right to purchase 5% of payable silver and gold from each of the Arcata and Azuca mines (collectively, the “Streams”) for the life of the operations. There is no step-down in stream rates.
    – Triple Flag will make ongoing payments of 10% of the spot silver or gold price for each ounce delivered under the Streams.
    – The $35 million upfront deposit for the Streams was advanced on closing and the entirety of this upfront deposit will be used by Sierra Sun to restart Arcata, which is fully financed to commercial production, and advance Azuca.
    – Sierra Sun’s obligations under the Streams will be secured in favor of Triple Flag. Triple Flag will have a continuing security interest over the property, assets, and undertakings of Sierra Sun, including a mortgage over the mines.
    – Triple Flag and Sierra Sun will work together to identify social programs in the communities surrounding Arcata and Azuca to support with separate additional investment.
  • Near-term cash flow with an established operator. The Streams are expected to have at least a 10-year mine life, with annual GEOs forecast to ramp up to approximately 5 to 6 thousand GEOs per year by 2028.
    – Arcata is the core value driver for the Streams and is fully permitted for restart. Sierra Sun intends to restart the Arcata underground operation in multiple phases to generate cash flow for an ongoing ramp-up to steady state. The operator expects Arcata to commence production in the second half of 2025. We have not included any GEOs from Arcata in our 2025 guidance.
    – Separately, we anticipate production from Azuca to start by the end of 2029.
  • Significant exploration potential across a large land package in a proven mining district. The Streams cover the existing mining and exploration licenses for each of the Arcata and Azuca mines.
    – Arcata is a 34,827-hectare property, hosting an 8,751-hectare high-density vein district. Total concessions at Azuca are 13,492 hectares.
    – The Streams also provide for coverage of any other commercially economic minerals that may be discovered on the properties in the future on similar terms to silver and gold.

Asset Background

Arcata is a past operating underground silver and gold mine that was developed by Hochschild Mining PLC (“Hochschild”), with first silver concentrate produced in 1964. Current infrastructure at Arcata includes a 2,500 tpd concentrate processing plant, a 12 MVA power line, backup generators, camps and road access. In February 2019, Arcata was placed on temporary care and maintenance due to a low silver price environment. The silver price averaged approximately $16 per ounce through 2018 and 2019. Separately, Azuca is a satellite underground deposit located 116 kilometers north of Arcata by road, with ore expected to be trucked to Arcata for processing.

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Sierra Sun acquired the 100%-owned Arcata and Azuca properties from Hochschild in a transaction that closed concurrently with the acquisition of the Streams and will now commence work to restart Arcata.

As of December 31, 20231, Arcata’s Measured and Indicated Resources totaled 2,138 thousand tonnes (834 thousand tonnes Measured; 1,304 thousand tonnes Indicated) at a grade of 523 g/t AgEq, containing 35.9 million ounces AgEq. Inferred Resources totaled 3,533 thousand tonnes at 465 g/t AgEq, containing 52.8 million ounces AgEq. As of December 31, 20231, Azuca’s Measured and Indicated Resources totaled 7,050 thousand tonnes (191 thousand tonnes Measured; 6,859 thousand tonnes Indicated) at a grade of 246 g/t AgEq, containing 55.7 million ounces of AgEq. Inferred Resources totaled 6,946 thousand tonnes at 237 g/t AgEq, containing 52.9 million AgEq.

About Sierra Sun

Sierra Sun is a private group headquartered in Lima, Peru and currently operates the Antapite and Sumaq Rumi mines. Antapite was acquired from Buenaventura in December 2016, with a 400 tpd processing capacity and an initial five-year life of mine. Sierra Sun restarted Antapite in June 2017. Since then, the plant has produced more than 90,000 ounces of gold and is reaching 1,000 tpd capacity with more than 10 years of remaining life. The management team of Sierra Sun have extensive experience in Peru, and also founded and manage GEMIN Associates and GEMIN Mining Construction, which have provided engineering and mining contractor services for leading companies and assets including Newmont and Glencore, as well as Triple Flag’s first investment, the Cerro Lindo mine.

Advisors and Counsel

Torys LLP and Rebaza Alcazar & De Las Casas acted as legal counsel to Triple Flag. Robert Giustra and Macroconsult (part of Grupo Macro) acted as financial advisors and Cuatrecasas Goncalves Pereira SLP acted as legal counsel to Sierra Sun.

About Triple Flag Precious Metals

Triple Flag is a precious metals streaming and royalty company. We offer financing solutions to the metals and mining industry with exposure primarily to gold and silver in the Americas and Australia, with a total of 236 assets, including 17 streams and 219 royalties. These investments are tied to mining assets at various stages of the mine life cycle, including 30 producing mines and 206 development and exploration stage projects. Triple Flag is listed on the Toronto Stock Exchange and New York Stock Exchange, under the ticker “TFPM”.

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Qualified Person

James Lill, Director, Mining for Triple Flag Precious Metals and a “qualified person” under NI 43-101 has reviewed and approved the written scientific and technical disclosures contained in this press release.

Forward-Looking Information

This news release contains “forward-looking information” within the meaning of applicable Canadian securities laws and “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995, respectively (collectively referred to herein as “forward-looking information”). Forward-looking information may be identified by the use of forward-looking terminology such as “plans”, “targets”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “outlook”, “forecasts”, “projection”, “prospects”, “strategy”, “intends”, “anticipates”, “believes” or variations of such words and phrases or terminology which states that certain actions, events or results “may”, “could”, “would”, “might”, “will”, “will be taken”, “occur” or “be achieved”. Forward-looking information in this news release includes, but is not limited to, statements with respect to the closing of the acquisition of the stream interest, expectations with respect to the life of mine of the Arcata and Azuca properties, expectations with respect to the implementation and success of the start-up, ramp-up, continued production and social programs at the Arcata and Azuca properties, and additional developments in respect of the Arcata and Azuca properties. 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 possible future events or circumstances.

The forward-looking information included in this news release is based on our opinions, estimates and assumptions in light of our experience and perception of historical trends, current conditions and expected future developments, as well as other factors that we currently believe are appropriate and reasonable in the circumstances. The forward-looking information contained in this news release is also based upon a number of assumptions, including the ongoing operation of the properties in which we hold a stream or royalty interest by the owners or operators of such properties in a manner consistent with past practice; the accuracy of public statements and disclosures made by the owners or operators of such underlying properties; and the accuracy of publicly disclosed expectations for the development of underlying properties that are not yet in production. These assumptions include, but are not limited to, the following: assumptions in respect of current and future market conditions and the execution of our business strategies; that operations, or ramp-up where applicable, at properties in which we hold a royalty, stream or other interest continue without further interruption through the period; and the absence of any other factors that could cause actions, events or results to differ from those anticipated, estimated, intended or implied. Despite a careful process to prepare and review the forward-looking information, there can be no assurance that the underlying opinions, estimates and assumptions will prove to be correct. Forward-looking information is also subject to known and unknown risks, uncertainties 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, uncertainties and other factors include, but are not limited to, those set forth under the caption “Risk and Risk Management” in our management’s discussion and analysis in respect of the fourth quarter and full year of 2024 and the caption “Risk Factors” in our most recently filed annual information form, each of which is available on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov. In addition, we note that mineral resources that are not mineral reserves do not have demonstrated economic viability and inferred resources are considered too geologically speculative for the application of economic considerations.

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Although we have attempted to identify important risk factors that could cause actual results or future events to differ materially from those contained in the forward-looking information, there may be other risk factors not presently known to us or that we presently believe are 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. The forward-looking information contained in this news release represents our expectations as of the date of this news release and is subject to change after such date. We disclaim 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 by applicable securities laws. All of the forward-looking information contained in this news release is expressly qualified by the foregoing cautionary statements.

Cautionary Statement to U.S. Investors

Information contained or referenced in this press release or in the documents referenced herein concerning the properties, technical information and operations of Triple Flag has been prepared in accordance with requirements and standards under Canadian securities laws, which differ from the requirements of the U.S. Securities and Exchange Commission (“SEC”) under subpart 1300 of Regulation S-K (“S-K 1300”). Because the Company is eligible for the Multijurisdictional Disclosure System adopted by the SEC and Canadian Securities Administrators, Triple Flag is not required to present disclosure regarding its mineral properties in compliance with S-K 1300. Accordingly, certain information contained in this press release may not be comparable to similar information made public by U.S. companies subject to reporting and disclosure requirements of the SEC.

Technical and Third-Party Information

Triple Flag does not own, develop or mine the underlying properties on which it holds stream or royalty interests. As a royalty or stream holder, Triple Flag has limited, if any, access to properties included in its asset portfolio. As a result, Triple Flag is dependent on the owners or operators of the properties and their qualified persons to provide information to Triple Flag and on publicly available information to prepare disclosure pertaining to properties and operations on the properties on which Triple Flag holds stream, royalty or other similar interests. Triple Flag generally has limited or no ability to independently verify such information. Although Triple Flag does not believe that such information is inaccurate or incomplete in any material respect, there can be no assurance that such third-party information is complete or accurate.

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______________________
1 Resources as of December 31, 2023. Prices used for resources calculation: $1,800/oz Au and $24.00/oz Ag (Au/Ag ratio of 75x). Mineral resources reported are inclusive of mineral reserves. Mineral resources that are not mineral reserves do not have demonstrated economic viability. Refer to the Hochschild Mining PLC Annual Report & Accounts 2023 titled “Focused on the core business” and dated May 10, 2024, for further details.

View source version on businesswire.com: https://www.businesswire.com/news/home/20250303469837/en/

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Contacts

Investor Relations:
David Lee
Vice President, Investor Relations
Tel: +1 (416) 304-9770
Email: ir@tripleflagpm.com

Media:
Gordon Poole, Camarco
Tel: +44 (0) 7730 567 938
Email: tripleflag@camarco.co.uk

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Sherritt Announces Transactions to Extend Debt Maturities and Strengthen its Capital Structure

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NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

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TORONTO — Sherritt International Corporation (“Sherritt” or the “Corporation”) (TSX:S) announced today a proposed transaction (the “CBCA Transaction”) to extend the maturities of the Corporation’s notes obligations and strengthen the Corporation’s capital structure.

The CBCA Transaction, described in further detail below, will extend the maturities of the Corporation’s notes obligations to November 2031, subject to certain conditions, and reduce Sherritt’s total outstanding notes obligations by up to approximately $32 million by exchanging Sherritt’s existing notes obligations, comprised of (i) 8.50% senior second lien secured notes due November 30, 2026 (the “Senior Secured Notes”); and (ii) 10.75% unsecured PIK option notes due August 31, 2029 (the “Junior Notes”, and together with the Senior Secured Notes, the “Existing Notes”), for amended 9.25% senior second lien secured notes due November 30, 2031 (the “Amended Senior Secured Notes”) and certain early consent consideration. The CBCA Transaction will be implemented through a corporate plan of arrangement (the “CBCA Plan”) in the proceedings (the “CBCA Proceedings”) commenced today by Sherritt and its subsidiary, 16743714 Canada Inc. (collectively, the “Applicants”), under the Canada Business Corporations Act (the “CBCA”), as discussed further below.

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In connection with the CBCA Transaction, the Corporation and certain holders of Existing Notes (“Noteholders”) holding, in aggregate, approximately 42% of the outstanding Senior Secured Notes (the “Initial Consenting Noteholders”), have entered into a consent and support agreement (the “Support Agreement”) pursuant to which and subject to its terms, the Initial Consenting Noteholders have agreed to, among other things, support the CBCA Transaction and vote in favour of the CBCA Plan.

“Today’s announcement marks the culmination of our dedicated multiyear effort to strengthen our financial position,” said Leon Binedell, President and CEO of Sherritt. “After carefully evaluating numerous strategies, we are confident that these transactions represent the optimal path for all our stakeholders to address the upcoming maturity of Sherritt’s debt. The completion of these transactions will represent a transformative milestone that will significantly improve our capital structure, extend the maturity of our debt obligations to up to late 2031, decrease our debt outstanding, lower our annual interest expense and enhance our overall financial flexibility. We will not only address the upcoming debt maturities, but also strategically position Sherritt to navigate beyond the present challenging market environment, paving the way for a return to growth and long-term success.”

The Corporation also announced today a transaction to be implemented immediately following the completion of the CBCA Transaction (the “Subsequent Exchange Transaction”), described below, that would further reduce the Corporation’s outstanding indebtedness and annual interest expense. In connection with the Subsequent Exchange Transaction, the Corporation and the Initial Consenting Noteholders (in such capacity, the “Subsequent Exchange Noteholders”) have entered into exchange agreements (the “Exchange Agreements”) pursuant to which and subject to their terms, the Subsequent Exchange Noteholders would, immediately after the implementation of the CBCA Transaction, exchange a portion of the Amended Senior Secured Notes received by such Subsequent Exchange Noteholders under the CBCA Plan, at par, for 99,000,000 newly-issued common shares of the Corporation at an exchange price of $0.173 (the “Exchange Price”) (with such shares issued not exceeding 19.9% of the total common shares of the Corporation outstanding following the implementation of the Subsequent Exchange Transaction). The Exchange Price and aggregate number of newly-issued common shares (with such shares issued not exceeding 19.9% of the total common shares outstanding following the implementation of the Subsequent Exchange Transaction) may be subject to adjustment based on the terms of the Exchange Agreements. The Subsequent Exchange Transaction does not form part of the CBCA Transaction or the CBCA Plan, and is conditional on, among other things, the implementation of CBCA Transaction.

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The CBCA Transaction and Subsequent Exchange Transaction do not affect any other obligations of the Corporation, and Sherritt will continue to satisfy its obligations to employees, suppliers, customers and governmental authorities in the ordinary course of business.

Background to the CBCA Transaction

Sherritt has been challenged for many years by historical debt levels. This historical debt relates primarily to investment in the development of a former joint venture project that is no longer in Sherritt’s portfolio of assets. Reducing its level of debt and related interest expense have been and continue to be strategic priorities for Sherritt to improve its long-term financial strength. To that end, Sherritt has made significant progress, eliminating over $575 million of note and other debt obligations from its balance sheet over the past approximately seven years.

Beyond repayment of debt, there have been a number of strategic initiatives undertaken by the Corporation to strengthen its financial position and address its upcoming debt maturities; however, since 2023, nickel and cobalt prices have declined significantly, reaching their lowest levels in four years and eight years, respectively, during the fourth quarter of 2024, reducing the Corporation’s ability to generate excess cash for further material debt repayments. Key strategic initiatives include:

  • Moa Joint Venture Expansion Program: In November 2021, Sherritt announced the Moa Joint Venture would embark on a low cost, low capital expansion program. Phase one, the Slurry Preparation Plant (“SPP”), was completed under budget and ramped up to design capacity in early 2024. The SPP delivers a number of benefits, including reduced ore haulage, lower carbon intensity from mining and increased throughput over the life of mine. Phase two, the Processing Plant Expansion, remains scheduled for commissioning and ramp up in the first half of 2025. With the completion of phase two, annual mixed sulphide precipitate production is expected to further increase toward the combined expansion target, of approximately 20% of contained nickel and cobalt, and is expected to fill the refinery to nameplate capacity to maximize profitability from the joint venture’s own mine feed, displacing lower margin third-party feeds and increasing overall finished nickel and cobalt production.
  • Cobalt Swap Agreement: In October 2022, Sherritt finalized a cobalt swap agreement (the “Cobalt Swap”) with its Cuban partners to recover $368 million of total outstanding Cuban receivables over five years beginning January 1, 2023, supporting Sherritt’s strategic objective of strengthening its balance sheet by reducing reliance on its Cuban partners’ ability to access foreign currency to repay amounts owed to Sherritt. In 2023, Sherritt successfully completed the first year of the Cobalt Swap which included receipt of 2,082 tonnes of cobalt from the Moa Joint Venture which was sold by Sherritt, realizing cash receipts of $80.3 million, a cash dividend of $64.0 million, and a corresponding reduction in its receivable from General Nickel Company S.A. (“GNC”, 50% partner in the Moa Joint Venture) of $76.0 million. In 2024, due to lower prices of nickel and cobalt, Sherritt focused efforts to maximize distributions under the Cobalt Swap and during the fourth quarter, received $29.8 million, including $23.7 million in cash and 223 tonnes of finished cobalt valued at $6.1 million (including both Sherritt’s share and GNC’s redirected share). Sherritt had finalized the Cobalt Swap agreement in 2022, to repay debt with the annual minimum amounts. Although Sherritt received the annual minimum amount in 2023, the prices of nickel and cobalt subsequently decreased, which reduced Sherritt’s ability to receive subsequent annual minimum amounts.
  • Energas S.A. (“Energas”) Joint Venture Agreement: In October 2022, Cuba’s Executive Committee of the Council of Ministers approved the twenty-year extension of Energas’ Joint Venture generation contract with the Cuban government to March 2043. The extension of this economically beneficial contract supports Sherritt’s on-going investments in Cuba, helps facilitate the Cobalt Swap and supports Cuba’s long-term energy security.
  • Moa Joint Venture Life of Mine Extension: In March 2023, Sherritt filed a National Instrument 43-101 – Standards of Disclosure for Mineral Projects compliant technical report outlining a newly developed strategic life of mine plan based on an economic cut-off grade methodology, extending the mine life to 2048 based on proven and probable mineral reserves, an increase of 14 years.
  • Energas Optimizations: In 2023, two new gas wells went into production with Unión Cuba-Petróleo providing gas free of charge to Energas for power generation, driving a 31% year-over-year increase in electricity production at Sherritt’s Power division. In 2024, maintenance work was completed on three gas turbines in part to bring online an additional turbine to process gas being received from a third new gas well that was brought into production during the year. Electricity production at Sherritt’s Power division increased a further 10% year-over-year in 2024. Dividends in Canada from Energas have increased from $1.4 million in 2023 to $13.0 million in 2024. In 2025, dividends in Canada from Energas are expected to significantly increase to be between $25 million to $30 million.1

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The Corporation is facing the maturity of its Senior Secured Notes on November 30, 2026. On maturity, Sherritt will be required to repay or refinance these obligations of over $220 million (plus interest and applicable premiums). Addressing the upcoming maturity under the Senior Secured Notes is also necessary to put Sherritt in a position to extend its revolving-term credit facility (the “Revolving Bank Facility”) which currently matures on April 30, 2026.

Sherritt, with the assistance of its legal and financial advisors, undertook a detailed and proactive review of potential available alternatives including, among other things, refinancing the Existing Notes, extending the maturities of the Senior Secured Notes and/or Junior Notes, exchanging some or all of the Junior Notes for secured debt, exchanging debt for equity, raising equity and/or new debt financing from third parties to repay all or a portion of the Existing Notes, purchasing Existing Notes for cancellation, as well as maintaining the status quo.

Following this review of a broad range of possible alternatives, Sherritt concluded that extending the upcoming 2026 maturity of the Senior Secured Notes and reducing its outstanding debt obligations and associated interest expense is in the best interests of the Corporation to put it in a better financial position, create financial and operational stability, and maximize stakeholder value.

The Corporation has periodically engaged with noteholders and shareholders to listen to and address their views on the Corporation’s business and capital structure. The Corporation takes the interests of its various stakeholders seriously and has sought to balance the interests of all stakeholders in a fair and reasonable manner in connection with developing and advancing the CBCA Transaction and the Subsequent Exchange Transaction.

Key CBCA Transaction Terms

The CBCA Transaction has the following key elements:

  • All of the Corporation’s outstanding Senior Secured Notes will be exchanged for Amended Senior Secured Notes on the implementation date of the CBCA Plan (the “Effective Date”) as follows:
    • each holder of Senior Secured Notes (a “Senior Secured Noteholder”) shall receive as consideration in exchange for its Senior Secured Notes:
      • Amended Senior Secured Notes in a principal amount equal to the principal amount of Senior Secured Notes held by such Senior Secured Noteholder as at immediately prior to the Effective Time (as defined in the CBCA Plan); and
      • a cash payment in the amount of accrued and unpaid interest outstanding in respect of the Senior Secured Notes (calculated at the contractual non-default rate) held by such Senior Secured Noteholder up to but not including the Effective Date;
    • each Senior Secured Noteholder that is not an Initial Consenting Noteholder and that votes in favour of the CBCA Plan prior to 5:00 p.m. on March 25, 2025, or such later date as the Corporation may determine (the “Early Consent Deadline”) (each, an “Early Consenting Senior Secured Noteholder”) shall receive an additional cash payment in an amount equal to 3% of the principal amount of Senior Secured Notes voted in favour of the CBCA Plan by the Early Consent Deadline and held by such Early Consenting Senior Secured Noteholder as at immediately prior to the Effective Time; and
    • each Initial Consenting Noteholder that votes in favour of the CBCA Plan prior to the Early Consent Deadline (each an “Initial Early Consenting Senior Secured Noteholder”) shall receive an additional cash payment in an amount equal to 4% of the principal amount of Senior Secured Notes voted in favour of the CBCA Plan by the Early Consent Deadline and held by such Initial Early Consenting Senior Secured Noteholder as at immediately prior to the Effective Time.
  • All of the Corporation’s outstanding Junior Notes will be exchanged for Amended Senior Secured Notes on the Effective Date (the “Junior Notes Exchange”) as follows:
    • each holder of Junior Notes (a “Junior Noteholder”) shall receive, as consideration in exchange for its Junior Notes (together with all accrued and unpaid interest in respect of the Junior Notes up to the Effective Date), Amended Senior Secured Notes in a principal amount equal to 50% of the principal amount of Junior Notes held by such Junior Noteholder as at immediately prior to the Effective Time; and
    • each Junior Noteholder that votes in favour of the CBCA Plan prior to the Early Consent Deadline (each, an “Early Consenting Junior Noteholder”) shall receive, as additional consideration in exchange for its Junior Notes, additional Amended Senior Secured Notes in a principal amount equal to 5% of the principal amount of Junior Notes voted in favour of the CBCA Plan by the Early Consent Deadline and held by such Early Consenting Junior Noteholder as at immediately prior to the Effective Time.
  • The Corporation and the Majority Initial Consenting Noteholders (as defined in the Support Agreement) shall have the right to amend the CBCA Plan to remove the Junior Notes Exchange from the CBCA Plan. Such amendments to the CBCA Plan shall be in form and substance acceptable to the Corporation and the Majority Initial Consenting Noteholders, and (i) if such amendments are made prior to the Noteholders’ Meetings (as defined below), such amended CBCA Plan shall only be required to be approved at the Senior Secured Noteholders’ Meeting (as defined below) as set forth under the Interim Order (as defined below), and (ii) if such amendments are made after the Noteholders’ Meetings, such amended CBCA Plan shall not require any further Noteholders’ Meetings or votes by Noteholders in respect thereof, and shall be subject to approval of the Court (as defined below).
  • The Amended Senior Secured Notes will be issued pursuant to an amended and restated notes indenture (the “Amended and Restated Senior Secured Notes Indenture”) on the Effective Date. The Amended and Restated Senior Secured Notes Indenture will be on substantially similar terms and conditions as the existing notes indenture governing the Senior Secured Notes (the “Senior Secured Notes Indenture”), subject to certain amendments to be described in the Circular (as defined below) and the Description of Notes to be attached thereto (the “Notes Amendments”). Certain key terms of the Notes Amendments are also summarized in the Schedule to this news release.
  • In the event the Junior Notes Exchange is not completed pursuant to the CBCA Plan and any Junior Notes remain outstanding as at June 30, 2029, the maturity date of the Amended Senior Secured Notes shall be June 30, 2029 (rather than November 30, 2031).
  • Subject to the satisfaction or waiver of the applicable conditions to the CBCA Transaction, it is expected that the CBCA Transaction will be completed in April 2025.

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Key Subsequent Exchange Transaction Terms

The Subsequent Exchange Transaction has the following key elements:

  • Pursuant to the Exchange Agreements and subject to their terms, immediately following the implementation of the CBCA Transaction, the Subsequent Exchange Noteholders will exchange a portion of the Amended Senior Secured Notes received by such Subsequent Exchange Noteholders under the CBCA Plan, at par, for 99,000,000 newly-issued common shares of the Corporation at an exchange price of $0.173 (with such shares issued not exceeding 19.9% of the total common shares of the Corporation outstanding following the implementation of the Subsequent Exchange Transaction). The Exchange Price and aggregate number of newly-issued common shares (with such shares issued not exceeding 19.9% of the total common shares outstanding following the implementation of the Subsequent Exchange Transaction) may be subject to adjustment based on the terms of the Exchange Agreements.
  • Upon implementation of the Subsequent Exchange Transaction, the Corporation and each of the Subsequent Exchange Noteholders will enter into put agreements (the “Put Agreements”), which provide, among other things, that the Subsequent Exchange Noteholders shall be entitled to require the Corporation to repurchase, in aggregate, $45 million of Amended Senior Secured Notes from the Subsequent Exchange Noteholders on four scheduled repurchase dates (the “Scheduled Repurchase Dates”) at a purchase price equal to 105% of the principal amount of Amended Senior Secured Notes so purchased, provided that the Corporation shall have the option to repurchase such Amended Senior Secured Notes at par at any time up to 120 days prior to the applicable Scheduled Repurchase Date.
  • Upon implementation of the Subsequent Exchange Transaction, the Corporation and one of the Subsequent Exchange Noteholders will enter into an investor rights agreement (the “Investor Rights Agreement”). The Investor Rights Agreement will provide such Subsequent Exchange Noteholder with certain rights as long as it owns at least 10% of the outstanding common shares of the Corporation, including the right to nominate one individual for election or appointment to the board of directors of Sherritt (the “Board of Directors”) and a pre-emptive right to participate in future common share offerings by Sherritt, and will require such Subsequent Exchange Noteholder to refrain from certain actions or share acquisitions, as to be further described in the Circular.

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Following the Corporation’s detailed review process and careful consideration of various potential strategic alternatives to address the Corporation’s capital structure and upcoming debt maturities, and taking into account, among other things, the Corporation’s overall capital structure and financial condition, its debt levels and interest expense, challenging industry dynamics and geopolitical factors impacting the Corporation, the terms of the CBCA Transaction and the anticipated benefits of the CBCA Transaction for the Corporation and its stakeholders, the opinions of independent financial advisor, MPA Morrison Park Advisors Inc. (“Morrison Park”) (discussed below), and legal and financial advice from the Corporation’s professional advisors, the Board of Directors unanimously determined that the CBCA Transaction is in the best interests of the Corporation and its stakeholders.

The Board of Directors unanimously recommends that the Senior Secured Noteholders and Junior Noteholders vote in favour of the CBCA Transaction.

In addition, taking into account the foregoing matters and the further deleveraging that would result from the Subsequent Exchange Transaction, and legal and financial advice from the Corporation’s professional advisors, the Board of Directors also unanimously determined that the Subsequent Exchange Transaction is in the best interests of the Corporation and its stakeholders.

Morrison Park, an independent financial advisor to the Corporation’s Board of Directors, has provided an opinion that: (i) the CBCA Transaction is fair, from a financial point of view, to the Corporation; (ii) the Senior Secured Noteholders and the Junior Noteholders would be in a better position, from a financial point of view, under the CBCA Transaction than if the Corporation were liquidated; (iii) the consideration provided under the CBCA Transaction to the Senior Secured Noteholders is fair, from a financial point of view, to the Senior Secured Noteholders; and (iv) the consideration provided under the CBCA Transaction to the Junior Noteholders is fair, from a financial point of view, to the Junior Noteholders.

Lender Consent Agreement

The Corporation has entered into a consent agreement with its senior lenders (the “Revolving Bank Facility Lenders”) in respect of its Revolving Bank Facility pursuant to which the Corporation and the Revolving Bank Facility Lenders have, among other things, agreed that the Corporation will commence the CBCA Proceedings and pursue the CBCA Transaction, and that the Corporation and the Revolving Bank Facility Lenders will work to complete an amendment of the Revolving Bank Facility substantially concurrently with or prior to the implementation of the CBCA Transaction to allow for the implementation of the proposed CBCA Transaction, the implementation of the Subsequent Exchange Transaction and such other matters as may be agreed by the Corporation and the Revolving Bank Facility Lenders.

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CBCA Proceedings

Pursuant to the CBCA Proceedings, Sherritt obtained today an interim order (the “Interim Order”) issued by the Ontario Superior Court of Justice (Commercial List) (the “Court”), among other things, authorizing the holding of a meeting of the Senior Secured Noteholders (the “Senior Secured Noteholders’ Meeting”) and a meeting of the Junior Noteholders (the “Junior Noteholders’ Meeting”, and together with the Senior Secured Noteholders’ Meeting, the “Noteholders’ Meetings”) to consider and vote upon resolutions to approve the CBCA Plan to implement the CBCA Transaction. The Interim Order also granted other relief, including a stay of proceedings in favour of Sherritt and its subsidiaries in respect of any defaults under the Existing Notes or any defaults arising as a result of the CBCA Proceedings or steps relating to the CBCA Transaction.

As noted above, the Subsequent Exchange Transaction does not form part of the CBCA Plan and is not subject to the CBCA Proceedings or the votes at the Noteholders’ Meetings.

Noteholders’ Meetings, Voting and Early Consent Matters

The Noteholders’ Meetings are scheduled to be held at the offices of Goodmans LLP at Bay Adelaide Centre – West Tower, 333 Bay Street, Suite 3400, Toronto, Ontario M5H 2S7 on April 4, 2025. Pursuant to the Interim Order, the Senior Secured Noteholders’ Meeting is scheduled to begin at 10:00 a.m. (Toronto time) and the Junior Noteholders’ Meeting is scheduled to begin at 10:30 a.m. (Toronto time).

The record date (the “Record Date”) for voting at the Noteholders’ Meetings is 5:00 p.m. (Toronto time) on March 4, 2025.

Noteholders as at the Record Date will be entitled to vote on the CBCA Plan at the applicable Noteholders’ Meeting based on one vote per C$1,000 of principal amount of the applicable Existing Notes held by such Noteholder. The Senior Secured Noteholders will vote together as a single class at the Senior Secured Noteholders’ Meeting and the Junior Noteholders will vote together as a single class at the Junior Noteholders’ Meeting, provided that the Interim Order provides that Sherritt shall have the right to seek, as part of its application for the Final Order (as defined below) or otherwise, that the Court treat all Noteholders as a single class for the purpose of voting on the CBCA Plan.

For Senior Secured Noteholders (including, for certainty, the Initial Consenting Noteholders) to be eligible to receive their applicable early consent consideration, and for Junior Noteholders to be eligible to receive their applicable early consent consideration, such Noteholders must submit votes in favour of the CBCA Plan by the Early Consent Deadline of 5:00 p.m. (Toronto time) on March 25, 2025, as such date may be extended by Sherritt.

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The deadline for Noteholders to submit their voting instructions in order to vote on the items to be considered at the applicable Noteholders’ Meeting is 5:00 p.m. (Toronto time) on April 2, 2025 (the “Voting Deadline”).

Banks, brokers or other intermediaries (each an “Intermediary”) that hold Existing Notes on a Noteholder’s behalf may have internal deadlines that require such Noteholders to submit their votes by an earlier date in advance of the Early Consent Deadline and/or the Voting Deadline, as applicable, and may have internal requirements for the submission of voting instructions. Such Noteholders are encouraged to contact their Intermediaries directly to confirm any such internal deadlines or voting instruction requirements.

To be approved at the Noteholders’ Meetings, the CBCA Plan requires the affirmative vote of at least 66⅔% of the votes cast at each of the Senior Secured Noteholders’ Meeting and the Junior Noteholders’ Meeting, provided that the Interim Order provides that Sherritt shall have the right to seek, as part of the Final Order application or otherwise, that the Court treat all Noteholders as a single class for the purpose of voting on the CBCA Plan.

In addition, as described above, the Corporation and the Majority Initial Consenting Noteholders shall have the right to amend the CBCA Plan to remove the Junior Notes Exchange from the CBCA Plan. If any such amendments are made prior to the Noteholders’ Meetings, such amended CBCA Plan shall only be required to be approved at the Senior Secured Noteholders’ Meeting as set forth under the Interim Order, and if any such amendments are made after the Noteholders’ Meetings, such amended CBCA Plan shall not require any further Noteholders’ Meetings or votes by Noteholders in respect thereof, and shall be subject to approval of the Court pursuant to the Final Order.

Court Approval

If the CBCA Plan is approved by the requisite majority of Noteholders as provided under the Interim Order (or any further Order of the Court), the Applicants will attend a hearing before the Court scheduled for April 9, 2025, or such other date as may be set by the Court, to seek an Order (the “Final Order”) of the Court approving the CBCA Plan.

As part of the Court approval of the CBCA Plan, the Corporation expects to seek a permanent waiver of potential defaults resulting from the commencement of the CBCA Proceedings or the steps or transactions related to the CBCA Proceedings or CBCA Transaction, on the terms set forth in the CBCA Plan.

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Transaction Implementation

Completion of the CBCA Transaction pursuant to the CBCA Plan will be subject to, among other things, approval of the CBCA Plan by the requisite majority of the Noteholders at the Noteholders’ Meetings on the terms set out under the Interim Order (or any further Order of the Court), approval of the CBCA Plan by the Court and the satisfaction or waiver of the other applicable conditions precedent to the CBCA Plan. If all requisite approvals are obtained and the other conditions to completion of the CBCA Transaction are satisfied or waived, it is expected that the CBCA Transaction will be completed in April 2025. Upon implementation, the CBCA Plan would bind all Noteholders of the Corporation.

Completion of the Subsequent Exchange Transaction will be subject to, among other things, the completion of the CBCA Transaction and the satisfaction or waiver of the applicable conditions precedent under the Exchange Agreements. It is expected that the Subsequent Exchange Transaction will be completed immediately after the implementation of the CBCA Transaction.

Alternative Implementation of Exchange of Junior Notes

Junior Noteholders will have the option to notify Sherritt if they would like to proceed with an exchange of their Junior Notes outside of the CBCA Plan, on the same terms as contemplated pursuant to the CBCA Plan, in the event that the Junior Notes Exchange is removed from the CBCA Plan (as discussed above). Junior Noteholders who are interested in participating in the Junior Notes Exchange, in either circumstance, are encouraged to contact Kingsdale Advisors at the contact information provided below.

Additional Information and Materials

The Corporation’s management information circular for the Noteholders’ Meetings (the “Circular”) will contain, among other things, information regarding procedures for voting on and eligibility for early consent consideration pursuant to the terms of the Interim Order and the CBCA Plan, as well as other background and material information regarding the CBCA Transaction. Noteholders are encouraged to review the Circular in detail.

The Circular and voting information and election forms will be available as follows:

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For submitting your vote, contact your Intermediary or broker to submit your voting instructions in advance. Please be aware that your Intermediary or broker may set earlier deadlines than those set out herein.

Any questions or requests for further information regarding voting at the Noteholders’ Meetings or eligibility for early consent consideration should be directed to Kingsdale Advisors at 1-855-476-7987 (toll-free in North America) or 1437-561-5039 (text and call enabled outside North America), or by email at contactus@kingsdaleadvisors.com.

The Corporation’s legal advisor in connection with the CBCA Transaction and Subsequent Exchange Transaction is Goodmans LLP and its financial advisor is National Bank Financial Inc. The Initial Consenting Noteholders’ legal advisor is Bennett Jones LLP.

This news release is not an offer of securities for sale in the United States. The securities to be issued pursuant to the CBCA Transaction and the Subsequent Exchange Transaction have not been and will not be registered under the U.S. Securities Act of 1933 (the “1933 Act”), or the securities laws of any state of the United States, and may not be offered or sold within the United States except pursuant to an exemption from the registration requirements of the 1933 Act. The securities to be issued pursuant to the CBCA Transaction will be issued and distributed in reliance on the exemption from registration set forth in Section 3(a)(10) of the 1933 Act (and similar exemptions under applicable state securities laws).

About Sherritt

Sherritt is a world leader in using hydrometallurgical processes to mine and refine nickel and cobalt – metals deemed critical for the energy transition. Sherritt’s Moa Joint Venture has an estimated mine life of approximately 25 years and is advancing an expansion program focused on increasing annual MSP production by 20% of contained nickel and cobalt. The Corporation’s Power division, through its ownership in Energas, is the largest independent energy producer in Cuba with installed electrical generating capacity of 506 MW, representing approximately 10% of the national electrical generating capacity in Cuba. The Energas facilities are comprised of two combined cycle plants that produce low-cost electricity from one of the lowest carbon emitting sources of power in Cuba. Sherritt’s common shares are listed on the Toronto Stock Exchange under the symbol “S”.

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Forward-Looking Statements

This news release contains certain forward-looking statements. Forward-looking statements can generally be identified by the use of statements that include such words as “believe”, “expect”, “anticipate”, “intend”, “plan”, “forecast”, “likely”, “may”, “will”, “could”, “should”, “suspect”, “outlook”, “projected”, “continue” or other similar words or phrases. Specifically, forward-looking statements in this document include, but are not limited to, statements set out in this news release relating to: the key terms of the CBCA Transaction and the Subsequent Exchange Transaction and the effect of the implementation thereof on the Noteholders, other stakeholders and the Corporation; the holding and timing of, and matters to be considered at the Noteholders’ Meetings as well as with respect to voting at such Noteholders’ Meetings; the Corporation’s intent to extend debt maturities and reduce its debt and annual interest payments through the implementation of the CBCA Transaction and the implementation of the Subsequent Exchange Transaction, as applicable; the capital structure of the Corporation following the implementation of the CBCA Transaction and Subsequent Exchange Transaction; the expected process for and timing of implementing the CBCA Transaction and Subsequent Exchange Transaction; the entering into, and the terms of, various documents and agreements, including the Put Agreements and the Investor Rights Agreement, the anticipated repayment of the Amended Senior Secured Notes; and the effect of the CBCA Transaction and the Subsequent Exchange Transaction.

Forward-looking statements are not based on historical facts, but rather on current expectations, assumptions and projections about future events, including matters relating to the CBCA Transaction and Subsequent Exchange Transaction, commodity and product prices and demand; the level of liquidity and access to funding; share price volatility; production results; realized prices for production, earnings and revenues; global demand for electric vehicles and the anticipated corresponding demand for cobalt and nickel; the commercialization of certain proprietary technologies and services; advancements in environmental and Green House Gas (“GHG”) reduction technology; GHG emissions reduction goals and the anticipated timing of achieving such goals, if at all; statistics and metrics relating to environmental, social and governance (“ESG”) matters which are based on assumptions or developing standards; environmental rehabilitation provisions; environmental risks and liabilities; compliance with applicable environmental laws and regulations; risks related to the U.S. government policy toward Cuba; current and future economic conditions in Cuba; the level of liquidity and access to funding; Sherritt share price volatility; and certain corporate objectives, goals and plans for 2025. By their nature, forward-looking statements require the Corporation to make assumptions and are subject to inherent risks and uncertainties. There is significant risk that predictions, forecasts, conclusions or projections will not prove to be accurate, that the assumptions may not be correct and that actual results may differ materially from such predictions, forecasts, conclusions or projections.

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The Corporation cautions readers of this news release not to place undue reliance on any forward-looking statement as a number of factors could cause actual future results, conditions, actions or events to differ materially from the targets, expectations, estimates or intentions expressed in the forward-looking statements. These risks, uncertainties and other factors include, but are not limited to, risks associated with the ability of the Corporation to receive all necessary regulatory, court, third party and stakeholder approvals in order to complete the CBCA Transaction and the Subsequent Exchange Transaction, as applicable; failure to timely satisfy the conditions of the CBCA Transaction or to otherwise complete the CBCA Transaction; the Corporation’s ability to reduce its debt and annual interest payments through the implementation of the CBCA Transaction and the Subsequent Exchange Transaction; the ability of the Corporation to operate in the ordinary course during the CBCA Proceedings, including with respect to satisfying obligations to service providers, suppliers, contractors and employees; dilution arising from the Subsequent Exchange Transaction; commodity risks related to the production and sale of nickel cobalt and fertilizers; security market fluctuations and price volatility; level of liquidity of Sherritt, including access to capital and financing; the ability of the Moa Joint Venture to pay dividends; the risk to Sherritt’s entitlements to future distributions (including pursuant to the Cobalt Swap) from the Moa Joint Venture; risks related to Sherritt’s operations in Cuba; risks related to the U.S. government policy toward Cuba, including the U.S. embargo on Cuba and the Helms-Burton legislation; political, economic and other risks of foreign operations, including the impact of geopolitical events on global prices for nickel, cobalt, fertilizers, or certain other commodities; uncertainty in the ability of the Corporation to enforce legal rights in foreign jurisdictions; uncertainty regarding the interpretation and/or application of the applicable laws in foreign jurisdictions; risk of future non-compliance with debt restrictions and covenants; risks related to environmental liabilities including liability for reclamation costs, tailings facility failures and toxic gas releases; compliance with applicable environment, health and safety legislation and other associated matters; risks associated with governmental regulations regarding climate change and greenhouse gas emissions; risks relating to community relations; maintaining social license to grow and operate; uncertainty about the pace of technological advancements required in relation to achieving ESG targets; risks to information technologies systems and cybersecurity; risks associated with the operation of large projects generally; risks related to the accuracy of capital and operating cost estimates; the possibility of equipment and other failure; potential interruptions in transportation; identification and management of growth opportunities; the ability to replace depleted mineral reserves; risks associated with the Corporation’s joint venture partners; variability in production at Sherritt’s operations in Cuba; risks associated with mining, processing and refining activities; risks associated with the operation of large projects generally; risks related to the accuracy of capital and operating cost estimates; the possibility of equipment and other failures; uncertainty of gas supply for electrical generation; reliance on key personnel and skilled workers; growth opportunity risks; uncertainty of resources and reserve estimates; the potential for shortages of equipment and supplies, including diesel; supplies quality issues; risks related to the Corporation’s corporate structure; foreign exchange and pricing risks; credit risks; competition in product markets; future market access; interest rate changes; risks in obtaining insurance; uncertainties in labour relations; legal contingencies; risks related to the Corporation’s accounting policies; uncertainty in the ability of the Corporation to obtain government permits; failure to comply with, or changes to, applicable government regulations; bribery and corruption risks, including failure to comply with the Corruption of Foreign Public Officials Act or applicable local anti-corruption law; the ability to accomplish corporate objectives, goals and plans for 2025; and the ability to meet other factors listed from time to time in the Corporation’s continuous disclosure documents.

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The Corporation, together with its Moa Joint Venture, is pursuing a range of growth and expansion opportunities, including without limitation, process technology solutions, development projects, commercial implementation opportunities, life of mine extension opportunities and the conversion of mineral resources to reserves. In addition to the risks noted above, factors that could, alone or in combination, prevent the Corporation from successfully achieving these opportunities may include, without limitation: identifying suitable commercialization and other partners; successfully advancing discussions and successfully concluding applicable agreements with external parties and/or partners; successfully attracting required financing; successfully developing and proving technology required for the potential opportunity; successfully overcoming technical and technological challenges; successful environmental assessment and stakeholder engagement; successfully obtaining intellectual property protection; successfully completing test work and engineering studies, prefeasibility and feasibility studies, piloting, scaling from small scale to large scale production, procurement, construction, commissioning, ramp-up to commercial scale production and completion; and securing regulatory and government approvals. There can be no assurance that any opportunity will be successful, commercially viable, completed on time or on budget, or will generate any meaningful revenues, savings or earnings, as the case may be, for the Corporation. In addition, the Corporation will incur costs in pursuing any particular opportunity, which may be significant.

Readers are cautioned that the foregoing list of factors is not exhaustive and should be considered in conjunction with the risk factors described in the Corporation’s other documents filed with the Canadian securities authorities, including without limitation the “Managing Risk” section of the Management’s Discussion and Analysis for the three months and year ended December 31, 2024 and the Annual Information Form of the Corporation dated March 21, 2024 for the period ending December 31, 2023, which are available on SEDAR+ at www.sedarplus.ca.

The Corporation may, from time to time, make oral forward-looking statements. The Corporation advises that the above paragraphs and the risk factors described in this news release and in the Corporation’s other documents filed with the Canadian securities authorities should be read for a description of certain factors that could cause the actual results of the Corporation to differ materially from those in the oral forward-looking statements. The forward-looking information and statements contained in this news release are made as of the date hereof and the Corporation undertakes no obligation to update publicly or revise any oral or written forward-looking information or statements, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. The forward-looking information and statements contained herein are expressly qualified in their entirety by this cautionary statement.

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SCHEDULE

SUMMARY OF KEY NOTES AMENDMENTS

Maturity:

November 30, 2031 (provided that if the Junior Notes Exchange is not completed pursuant to the CBCA Plan and any Junior Notes remain outstanding as at June 30, 2029, the Amended Senior Secured Notes will mature on June 30, 2029)

Guarantors:

Sherritt International (Bahamas) Inc., Sherritt Power (Bahamas) Inc., Sherritt Utilities Inc., Canada Northwest Oils (Europe) B.V., 672538 Alberta Ltd., 672539 Alberta Ltd., SI Supply & Services Limited (Formerly 672540 Alberta Ltd.), SI Finance Ltd., Dynatec Technologies Ltd., 1683740 Alberta Ltd., OG Finance Inc., Power Finance Inc., SBCT Logistics Ltd., SIC Marketing Services (UK) Limited, and the Cobalt Refinery Holding Company Ltd.

SICOG Oil and Gas Limited shall no longer be a guarantor under the Amended Senior Secured Notes

Interest Rate:

9.250% per annum

Voluntary Redemption Rights and Premiums

The existing early repayment premium and final repayment premium under the Senior Secured Notes Indenture shall be removed, and Sherritt’s early redemption rights under the Amended Senior Secured Notes will be as follows:

First 18 months following the Effective Date Sherritt will not be permitted to redeem the Amended Senior Secured Notes

18 months to the end of the Year 3

Sherritt may redeem the Amended Senior Secured Notes at 105% of par

Year 4

Sherritt may redeem the Amended Senior Secured Notes at 102.5% of par

Year 5-6

Sherritt may redeem the Amended Senior Secured Notes at par value, without any premium

Mandatory Redemption:

The existing requirement for mandatory redemption with excess cash under the Senior Secured Notes Indenture shall be removed.

Change of Control Offer:

The change of control offer premium under the Senior Secured Notes Indentures shall be amended to 101%.

Junior Notes Exchanges:

In the event the Junior Notes Exchange is not completed pursuant to the CBCA Plan, Sherritt shall have the right to exchange Junior Notes for up to $40 million of Amended Senior Secured Notes following the implementation of the CBCA Transaction.

The above summary is qualified in its entirety by reference to the more detailed information to be contained in the Description of Notes to be attached to the Circular.

1 Based on Power’s 2025 guidance estimates for production volumes (800-850 GWh, 33⅓% basis), unit operating costs ($23.00-$24.50/MWh) and spending on capital ($2.0 million, 33⅓% basis). Unit operating costs and spending on capital are non-GAAP financial measures which are reconciled to their most directly comparable IFRS Accounting Standards measures in the Non-GAAP and other financial measures section of the Corporation’s Management Discussion & Analysis for the year ended December 31, 2024, dated February 5, 2025, on page 59 and page 62.

View source version on businesswire.com: https://www.businesswire.com/news/home/20250303424875/en/

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Contacts

Tom Halton, Director of Investor Relations and Corporate Affairs
Telephone: (416) 935-2451
Toll-free: 1 (800) 704-6698
Email: investor@sherritt.com
www.sherritt.com

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Dream Unlimited Corp. Reports Strong Fourth Quarter Results & Announces Dividend Increase

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This press release contains forward-looking information that is based upon assumptions and is subject to risks and uncertainties as indicated in the cautionary note contained within this press release. All amounts are in Canadian dollars.

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TORONTO — Dream Unlimited Corp. (TSX: DRM) (“Dream”, “the Company” or “we”) today announced its financial results for the three and twelve months ended December 31, 2024 (“fourth quarter”).

“On many fronts, 2024 was a positive and significant year for our business with our core operating divisions performing very well,” said Michael Cooper, Chief Responsible Officer. “Western Canada land produced its highest level of profit since going public in 2013 and is on track for another successful year. We continue to see steady expansion across our asset management platform, whether through institutional partnerships or expansion of our existing mandates, and the trajectory of growth for our income properties is at a point where it can achieve real scale. The office and GTA development markets continue to be challenged, however, we have accomplished all our key objectives we set out for in 2024. With the increasing chaos across our political and economic environment, our focus on managing liquidity is proving to be increasingly valuable so we can weather unexpected disruptions that may arise, and we are comfortable with our overall position from the diversity of our asset profile.”

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Dream has published a supplemental information package on our website concurrent with the release of our fourth quarter results.

Highlights: Recurring Income (comprised of Income & Recreational Properties and Asset Management)

  • On November 19, 2024, we closed on the sale of Arapahoe Basin to Alterra Mountain Company. The sale generated a pre-tax gain of $157.4 million after closing costs and adjustments. Proceeds were used to repay certain debt facilities and fund a special shareholder dividend paid in December.
  • In the fourth quarter our asset management business generated revenue and net margin of $18.2 million and $11.3 million, compared to $23.8 million and $16.8 million in 2023. The decrease from 2023 is primarily driven by the magnitude of development fees recognized in the prior year, which will fluctuate as certain construction milestones are met. This was partially offset by growth in base fees, as fee earning assets under management(1) increased by over $2 billion since 2023. As previously disclosed, we anticipate continuing growth in this division as we closed on a $1 billion portfolio of multi-family rentals located in the Netherlands in December and announced a $2 billion joint venture focused on Canadian apartments in January.
  • Our income properties division generated revenue and net operating income of $17.9 million and $5.8 million in the fourth quarter, compared to $14.1 million and $5.7 million in the comparative period (excluding results from Arapahoe Basin). The increase in revenue was driven by the stabilization of three properties in Western Canada at the end of 2023, in addition to the opening of the Postmark Hotel in mid-2024. Net operating income was consistent year over year, as we incurred $0.4 million in losses associated with the hotel pre-stabilization ($1.0 million year-to-date). Towards the end of the fourth quarter, we acquired our partner’s interest in our portfolio of hotels, comprised of the Broadview Hotel, Gladstone Hotel and Postmark Hotel for a net purchase price of $11.1 million, resulting in us owning 100% of the portfolio. Occupancy rates at our stabilized hotels was 79% in the fourth quarter.
  • The Distillery District is our 395,000 square foot (“sf”) income property in the east end of downtown Toronto and we hold a 62.5% ownership interest. Subsequent to year end, one of our major tenants extended their current lease of 53,000 sf and upsized for a further 20,000 sf. The deal carries a term of 18 years, strong covenant and was completed at attractive market rents.

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  • On a year-to-date basis, our recurring income businesses generated revenue and net operating income(1) of $176.9 million and $79.5 million, respectively, up by $7.7 million and $13.0 million from 2023 on a standalone basis. The increase was driven by carried interest realized on the U.S. Industrial Fund, higher occupancy and base rent at the Distillery District and improved yields at Arapahoe Basin up to August 31, 2024. This was partially offset by less development activity across our asset management platform.
  • Across the Dream group platform, which includes assets held through the Company, Dream Impact Trust, Dream Impact Fund and Dream Residential REIT, we have a growing portfolio of nearly 8,000 stabilized apartment units, 1,344 units in lease up and over 1,980 units under construction, compared to only 48 units in 2017 when we committed to our residential rental strategy. Our Canadian stabilized residential rentals maintained strong occupancy of 97% as of quarter-end and we expect to add over 2,600 residential rental units to our portfolio through 2027 (at 100% project level), nearly all of which are under construction today.

Highlights: Development (comprised of development activity in the GTA, National Capital Region and Western Canada)

  • In the fourth quarter our development segment generated $151.2 million in revenue and $42.6 million in net margin on a standalone basis, up from $53.8 million and $4.4 million in 2023 largely due to the timing of lot sales and an increase in acre sales. On a year-to-date basis, revenue and net margin were up $155.4 million and $59.2 million, respectively. The increase is primarily attributable to 622 lots and 236 acre sales in 2024, which includes 146 acres of land sold in Edmonton in the first half of 2024, and condominium occupancies at Brightwater. Revenue and net margins were partially offset by lower condominium occupancies at Phase 2 of Riverside Square in comparison to 2023 and minimal margin recognized on IVY Condos.
  • In the fourth quarter of 2024, we achieved 399 lot sales and 72 acres sales primarily across our Eastbrook and Holmwood communities in Regina and Saskatoon. As of February 24, 2025 we have $104 million in land commitments for sales in 2025.
  • On December 17, 2024, the City of Toronto announced the waiver of development charges on selected projects to support the advancement of purpose-built rentals across the city. Both Phase 1 at Quayside and 49 Ontario were named as part of this development charge waiver for a combined 2,500 units (at 100% project level). The savings achieved from this waiver directly improves the project viability and better positions construction start for these developments to be accelerated. We continue to make progress on innovative financing solutions for both of these projects.

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  • Our Brighton community in Saskatoon is growing rapidly, with the completion of The Teal and a portion of Blocks 166 and JK in the fourth quarter, adding 144 units to our recurring income portfolio. The recently completed developments are 93% leased as of February 24, 2025. We expect to continue or commence construction on 500 units within Brighton and our first 168-unit purpose-built rental in Alpine Park in Calgary in 2025.
  • We have finalized a purchase and sale agreement for 13 acres to the City of Saskatoon for a high school in our Holmwood community, subject to city council approval at the end of March. We believe this will accelerate builder, residential rental and retail interest in our unsold lands in the community over the coming years and be an integral part of the master-planned community.

Consolidated Results Overview

A summary of our consolidated results for the year ended December 31, 2024 is included in the table below.

For the three months ended
December 31,

For the year ended
December 31,

(in thousands of dollars, except number of shares and per share amounts)

2024

2023

2024

2023

Revenue

$

192,259

$

107,858

$

624,506

$

386,947

Net margin

$

63,102

$

26,380

$

158,213

$

85,870

Net margin (%)(1)

32.8%

24.5%

25.3%

22.2%

Earnings (loss) before income taxes

$

170,731

$

(77,557)

$

225,373

$

(119,790)

Dream standalone FFO per share(1)

$

1.22

$

0.56

$

2.86

$

1.37

Dream consolidated FFO per share(1)

$

1.44

$

0.43

$

2.63

$

0.91

Adjusted Dream standalone FFO per share(1)

$

4.97

$

0.56

$

6.60

$

1.37

December 31, 2024

December 31, 2023

Total assets

$

3,921,052

$

3,875,522

Total liabilities

$

2,419,523

$

2,471,463

Total equity

$

1,501,529

$

1,404,059

Total issued and outstanding shares

42,056,218

42,240,010

  • Earnings before income taxes for the fourth quarter was $170.7 million, an increase of $248.3 million from the comparative period. The increase was primarily attributable to the $157.4 million gain on sale of Arapahoe Basin, the timing of lot sales and higher acre sales in Western Canada in the fourth quarter of 2024, and losses attributable to an accounting write-down taken on Dream Office REIT units in 2023 with lower comparable losses taken in 2024.
  • Earnings before income taxes for the year ended December 31, 2024 was $225.4 million, an increase of $345.2 million from the comparative period. The comparative period included accounting losses on the sale of 7.0 million Dream Office REIT units with no similar dispositions in the current period. The increase is also attributable to the aforementioned sale of Arapahoe Basin and increased lot and acre sales, including 146 acres sold in Edmonton in the first half of 2024 with no comparable activity in 2023. In addition, lower fair value losses were recognized on both our commercial retail and multi-family residential rental properties in the Greater Toronto Area and Western Canada. Higher pre-tax earnings were partially offset by lower fair value gains on the liability for Dream Impact Trust.

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  • Dream standalone funds from operations(1) (“FFO”) for the three months ended December 31, 2024 was $1.22 per share, on a pre-tax basis, up from $0.56 per share in the comparative period for the aforementioned reasons. Dream standalone FFO(1) for the year ended December 31, 2024 was $2.86 per share, on a pre-tax basis, up from $1.37 per share in the comparative period. The increase is primarily attributable to the aforementioned factors and includes parcel sales in Edmonton, carried interest earned related to the Dream US Industrial Fund and stronger results at Arapahoe Basin up to August 31, 2024. Including the gain on sale of Arapahoe Basin, adjusted Dream standalone FFO was up $4.41 and $5.23 per share on a quarter and year-to-date basis.
  • As of December 31, 2024, we had available liquidity(1) of $366.9 million, up from $256.6 million of September 30, 2024 and we returned $67.3 million to Dream shareholders over 2024. Maintaining strong liquidity remains a top priority with fast changing economic conditions and allows us to be well positioned for new investments as they arise. We expect to finalize the refinancing of our $225 million term facility and $320 million Western Canada operating line by the end of the first quarter of 2025, extending the maturity to 2028.
  • Subsequent to the fourth quarter, the Company’s Board of Directors approved an increase to the annual dividend per Class A Subordinate Voting Share and Class B Common Share from $0.60 per share to $0.65 per share ($0.1625 quarterly), effective with the dividend payable on March 31, 2025 to shareholders of record on March 14, 2025.

Conference Call

Senior management will host a conference call to discuss the financial results on Wednesday, February 26, 2025, at 10:00 AM (ET). To access the conference call, please dial 1-844-763-8274 (toll free) or 647-484-8814 (toll). To access the conference call via webcast, please go to Dream’s website at www.dream.ca and click on the link for News, then click on Events. A taped replay of the conference call and the webcast will be available for ninety (90) days following the call.

Other Information

Information appearing in this press release is a select summary of results. The financial statements and MD&A for the fourth quarter of 2024 for the Company are available at www.dream.ca and on www.sedarplus.com.

About Dream Unlimited Corp.

Dream has an established and successful asset management business, inclusive of $27 billion of assets under management(1) as at December 31, 2024 across four Toronto Stock Exchange (“TSX”) listed trusts, our private asset management business and numerous partnerships. We are a leading developer of exceptional real estate assets across Canada and Europe, including income properties that will be held for the long term as they are completed. We also develop land for sale in Western Canada. Dream has a proven track record for being innovative and for our ability to source, structure and execute on compelling investment opportunities. A comprehensive overview of our holdings is included in the “Summary of Dream’s Assets and Holdings” section of our MD&A for the fourth quarter of 2024.

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Non-GAAP Measures and Other Disclosures

In addition to using financial measures determined in accordance with International Financial Reporting Accounting Standards as issued by the International Accounting Standards Board (“IFRS Accounting Standards”), we believe that important measures of operating performance include certain financial measures that are not defined under IFRS Accounting Standards. Throughout this press release, there are references to certain non-GAAP financial measures and ratios and supplementary financial measures, including Dream standalone FFO per share, Dream consolidated FFO per share, Dream standalone FFO, Dream consolidated FFO, Dream Impact Trust and consolidation and fair value adjustments, available liquidity, net operating income, standalone figures by division, fee earning assets under management and portfolio of stabilized properties, which management believes are relevant in assessing the economics of the business of Dream. These performance and other measures are not financial measures under IFRS Accounting Standards, and may not be comparable to similar measures disclosed by other issuers. However, we believe that they are informative and provide further insight as supplementary measures of financial performance, financial position or cash flow, or our objectives and policies, as applicable. Certain additional disclosures such as the composition, usefulness and changes, as applicable, of the non-GAAP financial measures and ratios included in this press release have been incorporated by reference from the management’s discussion and analysis of Dream for the year ended December 31, 2024, dated February 25, 2025 (the “MD&A for the fourth quarter of 2024”) and can be found under the section “Non-GAAP Ratios and Financial Measures”, subheadings “Dream standalone FFO” and “Dream consolidated FFO”, “Dream standalone FFO per share” and “Dream consolidated FFO per share”, “Net operating income” and “Dream Impact Trust and consolidation and fair value adjustments”. The composition of supplementary financial measures included in this press release has been incorporated by reference from the MD&A for the fourth quarter of 2024 and can be found under the section “Supplementary and Other Financial Measures”. The MD&A for the fourth quarter of 2024 is available on SEDAR+ at www.sedarplus.com under Dream’s profile and on Dream’s website at www.dream.ca under the Investors section.

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Non-GAAP Ratios and Financial Measures

Dream Impact Trust and consolidation and fair value adjustments” represent certain IFRS Accounting Standards adjustments required to reconcile Dream standalone and Dream Impact Trust results to the consolidated results as at December 31, 2024 and December 31, 2023 and for the year ended December 31, 2024 and December 31, 2023. Management believes Dream Impact Trust and consolidation and fair value adjustments provides investors useful information in order to reconcile it to the Dream Impact Trust financial statements.

Consolidation and fair value adjustments relate to business combination adjustments on acquisition of Dream Impact Trust on January 1, 2018 and related amortization, elimination of intercompany balances including the investment in Dream Impact Trust units, adjustments for co-owned projects, fair value adjustments to the Dream Impact Trust units held by other unitholders, and deferred income taxes.

“Dream standalone FFO”, “Adjusted Dream standalone FFO”, “Dream consolidated FFO” and “Adjusted Dream consolidated FFO”, are non-GAAP financial measures and are key measures of our financial performance. We use Dream standalone FFO and Dream consolidated FFO to assess operating results and the pre-tax performance of our businesses on a divisional basis.

Dream standalone FFO is calculated as the sum of FFO for all of our divisions, excluding Dream Impact Trust and consolidation adjustments, and Dream consolidated FFO is calculated as Dream standalone FFO plus Dream Impact Trust and consolidation adjustments. Adjusted Dream standalone FFO and Adjusted Dream consolidated FFO include the gain on sale of Arapahoe Basin. We use Dream standalone FFO and Dream consolidated FFO, to assess operating results and the performance of our businesses on a divisional basis. The most directly comparable measure to Dream standalone FFO and Dream consolidated FFO is net income.

The following table defines and illustrates how Dream standalone FFO is calculated by division:

(in thousands of dollars, unless otherwise noted)

For the three months ended
December 31,

For the year ended
December 31,

FFO by division:

2024

2023

2024

2023

Asset management(i)

$

9,451

$

15,459

$

38,337

$

39,047

Dream group unit holdings(ii)

5,108

6,248

21,191

26,145

Stabilized assets – GTA/Ottawa

1,164

2,706

2,712

2,628

Stabilized assets – Western Canada

(546)

4

2,198

3,258

Arapahoe Basin

(2,258)

15,792

7,284

Development – GTA/Ottawa

3,826

6,620

3,642

3,049

Development – Western Canada

39,876

3,945

73,551

15,664

Corporate & other

(7,393)

(8,871)

(37,171)

(38,678)

Dream standalone FFO

$

51,486

$

23,853

$

120,252

$

58,397

Dream Impact Trust and consolidation adjustments(iii) & fair value adjustments

9,236

(5,507)

(9,695)

(19,370)

Dream consolidated FFO

$

60,722

$

18,346

$

110,557

$

39,027

Add: Gain on disposition of Arapahoe Basin

$

157,362

$

$

157,362

$

Adjusted Dream standalone FFO

$

208,848

$

23,853

$

277,614

$

58,397

Adjusted Dream consolidated FFO

$

218,084

$

18,346

$

267,919

$

39,027

Shares outstanding, weighted average

42,034,893

42,437,858

42,088,662

42,759,942

Dream standalone FFO per share

$

1.22

$

0.56

$

2.86

$

1.37

Dream consolidated FFO per share

$

1.44

$

0.43

$

2.63

$

0.91

Adjusted Dream standalone FFO per share

$

4.97

$

0.56

$

6.60

$

1.37

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(i)

Asset management includes our asset and development management contracts with the Dream group of companies and management fees from our private asset management business, along with associated costs. Included in asset management for the three and twelve months ended December 31, 2024 are asset management fees from Dream Impact Trust received in the form of units of $444 and $1,685, respectively (three and twelve months ended December 31, 2023 – $472 and $3,454, respectively). These fees have been received in the form of units since April 1, 2019. Had the asset management fees been paid in cash, rather than in units, the fees earned for the three and twelve months ended December 31, 2024 would have been $3,761 and $15,243, respectively (three and twelve months ended December 31, 2023 – $3,618 and $13,980).

(ii)

Dream group unit holdings includes our proportionate share of funds from operations from our 31.3% effective interest in Dream Office REIT and 11.9% effective interest in Dream Residential REIT, along with distributions from our 36.8% interest in Dream Impact Trust. Included in Dream group unit holdings for the three and twelve months ended December 31, 2024 are distributions from Dream Impact Trust received in the form of units of $nil and $653, respectively (three and twelve months ended December 31, 2023 – $947 and $4,386, respectively).

(iii)

Included within consolidation adjustments in the three and twelve months ended December 31, 2024 are losses of $664 and income of $4,294, respectively, attributable to non-controlling interest (three and twelve months ended December 31, 2023 – $116 and $495, respectively, in losses).

The following table reconciles Dream consolidated FFO to net income (loss):

(in thousands of dollars, unless otherwise noted)

For the three months ended
December 31,

For the year ended
December 31,

2024

2023

2024

2023

Dream consolidated net income (loss)

$

129,088

$

(81,352)

$

187,858

$

(117,079)

Financial statement components not included in FFO:

Fair value changes in investment properties

9,308

29,450

24,398

57,279

Fair value changes in financial instruments

(3,688)

1,138

(1,950)

691

Gain on sale of Arapahoe Basin

(157,362)

(157,362)

Share of loss from Dream Office REIT and Dream Residential REIT

36,254

74,824

28,044

183,098

Fair value changes in equity accounted investments

2,297

(6,090)

4,861

(8,261)

Adjustments related to Dream Impact Trust units

(3,691)

(16,312)

(26,891)

(107,427)

Adjustments related to Impact Fund units

939

5,925

(9,828)

3,561

Depreciation and amortization

826

2,034

3,374

8,117

Income tax (recovery) expense

41,643

3,795

37,515

(2,711)

Share of Dream Office REIT FFO

4,414

4,424

18,172

19,568

Share of Dream Residential REIT FFO

694

510

2,366

2,191

Dream consolidated FFO

$

60,722

$

18,346

$

110,557

$

39,027

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“Dream standalone FFO per share”, “Adjusted Dream standalone FFO per share” and “Dream consolidated FFO per share” are non-GAAP ratios. Dream standalone FFO per share is calculated as Dream standalone FFO divided by the weighted average number of Dream shares outstanding. Adjusted Dream standalone FFO per share is calculated as Adjusted Dream standalone FFO divided by the weighted average number of Dream shares outstanding. Dream consolidated FFO per share is calculated as Dream consolidated FFO divided by weighted average number of Dream shares outstanding. We use these ratios to assess operating results and the pre-tax performance of our businesses on a per share basis.

Dream standalone FFO per share and Dream consolidated FFO per share for the year ended December 31, 2024 and 2023 are shown in the table included under the “Funds From Operations” section of the MD&A for the fourth quarter of 2024. Adjusted Dream standalone FFO per share is reconciled above.

Net operating income” is a non-GAAP measure and represents revenue, less (i) direct operating costs and (ii) selling, marketing, depreciation and other indirect costs, but including: (iii) depreciation; and (iv) general and administrative expenses. The most directly comparable financial measure to net operating revenue is net margin. This non-GAAP measure is an important measure used by management to assess the profitability of the Company’s recurring income segment. Net operating income for the recurring income segment for the year ended December 31, 2024 and 2023 is calculated and reconciled to net margin as follows:

For the three months ended
December 31,

For the year ended
December 31,

2024

2023

2024

2023

Net margin

$

20,335

$

23,299

$

93,995

$

75,732

Add: Depreciation

491

1,361

2,107

5,895

Add: General and administrative expenses

742

968

2,058

3,175

Net operating income

$

21,568

$

25,628

$

98,160

$

84,802

“Standalone Figures by Division” is a non-GAAP measure and represents the results of Dream, excluding the impact of Dream Impact Trust’s consolidated results and IFRS Accounting Standards adjustments to reflect Dream’s direct ownership of our partnerships. Direct ownership refers to Dream Unlimited Corp.’s interest in subsidiaries and partnerships and excludes any non-controlling interest in the noted entities based on units held as of the end of the reporting period. The most direct comparable financial measure to Dream standalone is consolidated Dream. This non-GAAP measure is an important measure used by the Company to evaluate earnings against historical periods, including results prior to the acquisition of control of Dream Impact Trust.

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For the three months ended December 31, 2024

Asset
Management

Income
Properties(i)

Urban
Development

Western
Canada
Development

Corporate

Total
Standalone

Add: Dream
Impact Trust
and IFRS
adjustments

Consolidated
Dream

Revenue

$

18,177

$

17,873

$

12,243

$

138,934

$

$

187,227

$

5,032

$

192,259

Direct operating costs

(6,866)

(12,032)

(6,751)

(92,200)

(117,849)

(971)

(118,820)

Gross margin

11,311

5,841

5,492

46,734

69,378

4,061

73,439

Selling, marketing, depreciation and other operating costs

(876)

(2,630)

(6,965)

(10,471)

134

(10,337)

Net margin

11,311

4,965

2,862

39,769

58,907

4,195

63,102

Fair value changes in investment properties

2,290

(9,546)

4,710

(2,546)

(6,762)

(9,308)

Investment and other income

(274)

260

2,400

2,140

4,455

8,981

428

9,409

Interest expense

(900)

(4,699)

(1,163)

(2,601)

(4,364)

(13,727)

(7,859)

(21,586)

Gain on disposition of Arapahoe Basin

157,362

157,362

157,362

Share of earnings from equity accounted investments

(36,900)

(36,900)

9,601

(27,299)

Net segment earnings (loss)

(26,763)

160,178

(5,447)

44,018

91

172,077

(397)

171,680

General and administrative expenses

(3,888)

(3,888)

187

(3,701)

Adjustments related to Dream Impact Trust units

3,691

3,691

Adjustments related to Dream Impact Fund units

(939)

(939)

Income tax (expense) recovery

(44,570)

(44,570)

2,927

(41,643)

Net earnings (loss)

$

(26,763)

$

160,178

$

(5,447)

$

44,018

$

(48,367)

$

123,619

$

5,469

$

129,088

(i) Income properties includes results attributable to Arapahoe Basin for the period.

For the three months ended December 31, 2023

Asset
Management

Income
Properties(i)

Urban
Development

Western
Canada
Development

Corporate

Total
Standalone

Add: Dream
Impact Trust
and IFRS
adjustments

Consolidated
Dream

Revenue

$

23,800

$

20,830

$

20,539

$

33,304

$

$

98,473

$

9,385

$

107,858

Direct operating costs

(7,036)

(17,298)

(18,469)

(23,261)

(66,064)

(5,250)

(71,314)

Gross margin

16,764

3,532

2,070

10,043

32,409

4,135

36,544

Selling, marketing, depreciation and other operating costs

(2,680)

(2,515)

(5,228)

(10,423)

259

(10,164)

Net margin

16,764

852

(445)

4,815

21,986

4,394

26,380

Fair value changes in investment properties

1,734

(6,820)

2,296

(2,790)

(26,660)

(29,450)

Investment and other income

(261)

711

6,152

655

(607)

6,650

439

7,089

Interest expense

(12)

(4,027)

1,304

(1,577)

(3,067)

(7,379)

(7,541)

(14,920)

Share of earnings from equity accounted investments(ii)

(7,270)

46

(72,935)

(80,159)

13,364

(66,795)

Net segment earnings (loss)

9,221

(684)

191

6,189

(76,609)

(61,692)

(16,004)

(77,696)

General and administrative expenses

(9,972)

(9,972)

(276)

(10,248)

Adjustments related to Dream Impact Trust units

16,312

16,312

Adjustments related to Dream Impact Fund units

(5,925)

(5,925)

Income tax (expense) recovery

2,747

2,747

(6,542)

(3,795)

Net earnings (loss)

$

9,221

$

(684)

$

191

$

6,189

$

(83,834)

$

(68,917)

$

(12,435)

$

(81,352)

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(i)

Income properties includes results attributable to Arapahoe Basin for the period.

(ii)

The loss in share of earnings from equity accounted investments within Corporate relates to an impairment loss of $72,935 from Dream Office REIT.

For the year ended December 31, 2024

Asset
Management

Income
Properties(i)

Urban
Development

Western
Canada
Development

Corporate

Total
Standalone

Add: Dream
Impact Trust
and IFRS
adjustments

Consolidated
Dream

Revenue

$

74,929

$

101,952

$

74,979

$

263,414

$

$

515,274

$

109,232

$

624,506

Direct operating costs

(33,635)

(63,718)

(64,919)

(163,922)

(326,194)

(96,655)

(422,849)

Gross margin

41,294

38,234

10,060

99,492

189,080

12,577

201,657

Selling, marketing, depreciation and other operating costs

(3,813)

(11,361)

(24,113)

(39,287)

(4,157)

(43,444)

Net margin

41,294

34,421

(1,301)

75,379

149,793

8,420

158,213

Fair value changes in investment properties

104

(8,312)

12,101

3,893

(28,291)

(24,398)

Investment and other income

(1,272)

1,841

8,249

4,137

2,718

15,673

2,243

17,916

Interest expense

(917)

(17,695)

(3,487)

(6,459)

(17,516)

(46,074)

(32,318)

(78,392)

Gain on disposition of Arapahoe Basin

157,362

157,362

157,362

Share of earnings from equity accounted investments

(32,034)

(32,034)

12,903

(19,131)

Net segment earnings (loss)

7,071

176,033

(4,851)

85,158

(14,798)

248,613

(37,043)

211,570

General and administrative expenses

(20,739)

(20,739)

(2,177)

(22,916)

Adjustments related to Dream Impact Trust units

26,891

26,891

Adjustments related to Dream Impact Fund units

9,828

9,828

Income tax (expense) recovery

(48,684)

(48,684)

11,169

(37,515)

Net earnings (loss)

$

7,071

$

176,033

$

(4,851)

$

85,158

$

(84,221)

$

179,190

$

8,668

$

187,858

(i) Income properties includes results attributable to Arapahoe Basin for the period.

For the year ended December 31, 2023

Asset
Management

Income
Properties(i)

Urban
Development

Western
Canada
Development

Corporate

Total
Standalone

Add: Dream
Impact Trust
and IFRS
adjustments

Consolidated
Dream

Revenue

$

71,124

$

98,047

$

47,895

$

135,051

$

$

352,117

$

34,830

$

386,947

Direct operating costs

(32,599)

(70,089)

(44,492)

(94,092)

(241,272)

(20,480)

(261,752)

Gross margin

38,525

27,958

3,403

40,959

110,845

14,350

125,195

Selling, marketing, depreciation and other operating costs

(8,588)

(8,580)

(20,868)

(38,036)

(1,289)

(39,325)

Net margin

38,525

19,370

(5,177)

20,091

72,809

13,061

85,870

Fair value changes in investment properties

(578)

(5,984)

2,068

(4,494)

(52,785)

(57,279)

Investment and other income

(1,111)

646

9,979

2,568

(16)

12,066

449

12,515

Interest expense

(23)

(13,405)

(2,247)

(7,803)

(12,595)

(36,073)

(32,228)

(68,301)

Share of earnings from equity accounted investments(ii)

(23,180)

46

(161,139)

(184,273)

18,967

(165,306)

Net segment earnings (loss)

14,211

6,079

(3,429)

16,924

(173,750)

(139,965)

(52,536)

(192,501)

General and administrative expenses

(29,929)

(29,929)

(1,226)

(31,155)

Adjustments related to Dream Impact Trust units

107,427

107,427

Adjustments related to Dream Impact Fund units

(3,561)

(3,561)

Income tax (expense) recovery

8,788

8,788

(6,077)

2,711

Net earnings (loss)

$

14,211

$

6,079

$

(3,429)

$

16,924

$

(194,891)

$

(161,106)

$

44,027

$

(117,079)

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(i)

Income properties includes results attributable to Arapahoe Basin for the period.

(ii)

The loss in share of earnings from equity accounted investments within Corporate relates to $88,204 in accounting losses taken on the sale of Dream Office REIT units and an impairment loss of $72,935 from Dream Office REIT.

Forward-Looking Information

This press release may contain forward-looking information within the meaning of applicable securities legislation, including, but not limited to, statements regarding our objectives and strategies to achieve those objectives; our beliefs, plans, estimates, projections and intentions, and similar statements concerning anticipated future events, future growth, expected net proceeds from sales or transactions, results of operations, performance, business prospects and opportunities, acquisitions or divestitures, tenant base, future maintenance and development plans and costs, capital investments, financing, the availability of financing sources, income taxes, vacancy and leasing assumptions, litigation and the real estate industry in general; as well as specific statements in respect of our expectations regarding our ability to pursue opportunities to grow; our expectations regarding the performance of Western Canada division; our ability to grow our income property division and achieve scale; our ability to maintain strong liquidity and our expectation that we will be able to weather unexpected disruptions and be well positioned for new investments as they arise; our ability to achieve leasing and construction targets; our expectations regarding our asset management division, including expected growth; our development plans, including sizes, uses, density, number of units, amenities and timing thereof; our expectation that we will add over 2,600 residential rental units to our portfolio through 2027; expectations regarding the sale of assets and land; our ability to consummate land commitments, and use of proceeds and timing thereof and the impacts of any sales on interest in our communities; our occupancy targets; our ability to achieve financing solutions for Quayside and 49 Ontario and impacts of such financing on construction timing; the growth of our Brighton community and our expectations regarding construction timing; our expectations and ability to finalize the refinancing of our indebtedness including our $225 million term facility and $320 million Western Canada operating line, including timing and extension terms; our expectations about our liquidity in future periods. Forward-looking information is based on a number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond Dream’s control, which could cause actual results to differ materially from those that are disclosed in or implied by such forward-looking information. These assumptions include, but are not limited to: the nature of development lands held and the development potential of such lands, interest rates and inflation remaining in line with management expectations, our ability to bring new developments to market, anticipated positive general economic and business conditions, including low unemployment and interest rates, that duties, tariffs and other trade restrictions, if any, will not materially impact our business, positive net migration, oil and gas commodity prices, our business strategy, including geographic focus, anticipated sales volumes, performance of our underlying business segments and conditions in the Western Canada land and housing markets. Risks and uncertainties include, but are not limited to, general and local economic and business conditions, the impact of public health crises and epidemics, employment levels, risks associated with unexpected or ongoing geopolitical events, including disputes between nations, terrorism or other acts of violence, international sanctions and the disruption of movement of goods and services across jurisdictions, inflation or stagflation, regulatory risks, mortgage and interest rates and regulations, risks related to a potential economic slowdown in certain of the jurisdictions in which we operate and the effect inflation and any such economic slowdown may have on market conditions and lease rates, risks related to the imposition of duties, tariffs and other trade restrictions and their impacts, environmental risks, consumer confidence, seasonality, adverse weather conditions, reliance on key clients and personnel and competition. All forward-looking information in this press release speaks as of February 25, 2025. Dream does not undertake to update any such forward-looking information whether as a result of new information, future events or otherwise, except as required by law. Additional information about these assumptions and risks and uncertainties is disclosed in filings with securities regulators filed on SEDAR+ ( www.sedarplus.com).

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Endnotes:

(1)

Dream standalone FFO per share, Adjusted Dream standalone FFO per share, and Dream consolidated FFO per share are non-GAAP ratios. Dream Impact Trust and consolidation and fair value adjustments, Dream standalone FFO, Adjusted Dream standalone FFO, Dream consolidated FFO, portfolio of stabilized properties and net operating income are non-GAAP financial measures. Such measures are not standardized financial measures under IFRS Accounting Standards and might not be comparable to similar financial measures disclosed by other issuers. The most directly comparable financial measures to Dream Impact Trust and consolidation and fair value adjustments, Dream standalone FFO and Dream consolidated FFO is net income. The most directly comparable financial measures to portfolio of stabilized properties and net operating income is net margin. Assets under management, fee earning assets under management, net margin (%), and available liquidity are supplementary financial measures. Refer to the “Non-GAAP Measures and Other Disclosures” section of this press release for further details.

View source version on businesswire.com: https://www.businesswire.com/news/home/20250225250414/en/

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Contacts

Dream Unlimited Corp.
Meaghan Peloso
Chief Financial Officer
(416) 365-6322
mpeloso@dream.ca

Kim Lefever
Director, Investor Relations
(416) 365-6339
klefever@dream.ca

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Harvest High Income Shares ETFs announces February 2025 Distributions

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OAKVILLE, Ontario — Harvest Portfolios Group Inc. (“Harvest”) announces the following distributions for Harvest High Income Shares ETFs for the month ending February 28, 2025. The distribution will be paid on or about March 7, 2025 to unitholders of record on February 28, 2025 with an ex-dividend date of February 28, 2025.

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Harvest has established a Distribution Reinvestment Plan (“DRIP”) for all classes of Harvest High Income Shares ETFs, allowing investors to easily benefit from compounding their distributions on a monthly basis. Harvest High Income Shares ETFs listed on the Toronto Stock Exchange (TSX) are eligible for the Distribution Reinvestment Plan, provided that their investment dealer supports participation in the DRIP. Investors may opt into the DRIP by contacting their investment dealer, otherwise distributions will be paid in cash.

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Note: Harvest High Income Shares ETFs that trade in US dollars with TSX Ticker ending in “.U” pay the distribution in US dollars.

For additional information: Please visit www.harvestportfolios.com, e-mail info@harvestetfs.com or call toll free 1-866-998-8298.

Harvest ETFs invites you to subscribe to our monthly commentary newsletter. By subscribing through the following link, you will receive timely insights, analyses and perspectives directly to your inbox: https://harvestportfolios.com/subscribe

For media inquiries: Contact Caroline Grimont, VP Marketing at cgrimont@HarvestETFs.com

About Harvest Portfolios Group Inc.

Founded in 2009, Harvest is an independent Canadian Investment Fund Manager managing $5.8 billion in assets for Canadian Investors. At Harvest ETFs, we believe that investors can build and preserve wealth through the long-term ownership of high-quality businesses. This fundamental philosophy is at the core of our investment approach across our range of ETFs. Our core offerings center around covered call strategies, available in five variations: Equity, Enhanced, Fixed Income, Balanced and Single Stock ETFs.

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For Additional Information:
Website: www.harvestetfs.com
E-mail: info@harvestetfs.com
Toll free: 1-866-998-8298

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You will usually pay brokerage fees to your dealer if you purchase or sell shares of the investment fund on the TSX. If the shares are purchased or sold on the TSX, investors may pay more than the current net asset value when buying shares of the investment fund and may receive less than the current net asset value when selling them. There are ongoing fees and expenses associated with owning shares of an investment fund. Investment funds are not guaranteed, their values change frequently and past performance may not be repeated. An investment fund must prepare disclosure documents that contain key information about the investment fund. You can find more detailed information about the investment fund in these documents.

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Toll free: 1-866-998-8298

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Harvest High Income Shares ETFs announces February 2025 Distributions

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OAKVILLE, Ontario — Harvest Portfolios Group Inc. (“Harvest”) announces the following distributions for Harvest High Income Shares ETFs for the month ending February 28, 2025. The distribution will be paid on or about March 7, 2025 to unitholders of record on February 28, 2025 with an ex-dividend date of February 28, 2025.

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Harvest has established a Distribution Reinvestment Plan (“DRIP”) for all classes of Harvest High Income Shares ETFs, allowing investors to easily benefit from compounding their distributions on a monthly basis. Harvest High Income Shares ETFs listed on the Toronto Stock Exchange (TSX) are eligible for the Distribution Reinvestment Plan, provided that their investment dealer supports participation in the DRIP. Investors may opt into the DRIP by contacting their investment dealer, otherwise distributions will be paid in cash.

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Note: Harvest High Income Shares ETFs that trade in US dollars with TSX Ticker ending in “.U” pay the distribution in US dollars.

For additional information: Please visit www.harvestportfolios.com, e-mail info@harvestetfs.com or call toll free 1-866-998-8298.

Harvest ETFs invites you to subscribe to our monthly commentary newsletter. By subscribing through the following link, you will receive timely insights, analyses and perspectives directly to your inbox: https://harvestportfolios.com/subscribe

For media inquiries: Contact Caroline Grimont, VP Marketing at cgrimont@HarvestETFs.com

About Harvest Portfolios Group Inc.

Founded in 2009, Harvest is an independent Canadian Investment Fund Manager managing $5.8 billion in assets for Canadian Investors. At Harvest ETFs, we believe that investors can build and preserve wealth through the long-term ownership of high-quality businesses. This fundamental philosophy is at the core of our investment approach across our range of ETFs. Our core offerings center around covered call strategies, available in five variations: Equity, Enhanced, Fixed Income, Balanced and Single Stock ETFs.

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For Additional Information:
Website: www.harvestetfs.com
E-mail: info@harvestetfs.com
Toll free: 1-866-998-8298

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Subscribe to Our Monthly Newsletter:
https://harvestportfolios.com/subscribe/

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LinkedIn: https://www.linkedin.com/company/harvest-portfolios-group
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Spotify: https://open.spotify.com/show/4Nh71jcf778tZDICT7TznK

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You will usually pay brokerage fees to your dealer if you purchase or sell shares of the investment fund on the TSX. If the shares are purchased or sold on the TSX, investors may pay more than the current net asset value when buying shares of the investment fund and may receive less than the current net asset value when selling them. There are ongoing fees and expenses associated with owning shares of an investment fund. Investment funds are not guaranteed, their values change frequently and past performance may not be repeated. An investment fund must prepare disclosure documents that contain key information about the investment fund. You can find more detailed information about the investment fund in these documents.

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Largo Appoints Co-COOs to Strengthen its Operational Leadership

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TORONTO — Largo Inc. (“Largo” or the “Company“) (TSX: LGO) (NASDAQ: LGO) today announces a leadership transition as part of its ongoing efforts to enhance operational performance and strengthen its production strategy. Largo has promoted and appointed Mr. Gordon Babcock and Mr. Luis Rendón as Co-Chief Operating Officers (“COO”). Both executives, who recently joined the Largo operations team in other capacities, bring extensive mining sector leadership and operational expertise to Largo and will carry on with implementing operational improvements at the Maracás Menchen Mine. These promotions and appointments follow the resignation of former COO, Celio Pereira for personal reasons.

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Daniel Tellechea, Interim CEO of Largo, stated: “To ensure a smooth transition and maintain our focus on strengthening operational improvements in Brazil, we have appointed Gordon Babcock and Luis Rendón as Co-Chief Operating Officers. Both have been actively engaged in our efficiency initiatives and bring deep expertise in mine management, engineering, and production optimization. Their leadership will be instrumental in advancing our operational realignment as part of our broader turnaround strategy. These leadership changes are intended to support our focus on enhancing efficiency, improving cost control, and optimizing production at the Maracás Menchen Mine. We also extend our gratitude to Celio for his contributions and wish him the best in his future endeavors.”

The Co-COO structure is intended to enhance oversight of the Company’s operations, with each executive assuming responsibility for distinct operational areas to improve efficiencies.

Gordon Babcock is a mining professional with over 40 years of experience in mine operations, engineering, and project development. He has held senior leadership roles at multiple mining companies, including serving as COO at Sierra Metals and Jaguar Mining, where he played a key role in driving operational efficiency and production stability. At Nyrstar, he served as Vice President and General Manager, overseeing complex underground and open-pit mining operations. Gordon has also worked as an independent consultant, advising mining companies on mine planning, operational optimization, and cost reduction strategies. Gordon holds a Bachelor of Science in Mining Engineering from Queen’s University and is a registered Professional Engineer.

Luis Rendón is a metallurgical engineer with over 40 years of experience in mineral processing, plant operations, and cost optimization. He has held senior leadership roles at Sierra Metals, Compañía Minera Kolpa, and Pan American Silver, where he managed plant expansions, implemented advanced metallurgical techniques, and optimized production processes to improve efficiency and cost control. At Largo, he has been instrumental in enhancing process performance and supporting operational realignment efforts at the Maracás Menchen Mine. Luis has also worked as an independent consultant, advising mining operations on production planning and metallurgical enhancements. Luis holds a degree in Metallurgical Engineering from Universidad Nacional de San Agustín (UNSA) in Arequipa, Peru.

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About Largo

Largo is a globally recognized supplier of high-quality vanadium and ilmenite products, sourced from its world-class Maracás Menchen Mine in Brazil. As one of the world’s largest primary vanadium producers, Largo produces critical materials that empower global industries, including steel, aerospace, defense, chemical, and energy storage sectors. The Company is committed to operational excellence and sustainability, leveraging its vertical integration to ensure reliable supply and quality for its customers.

Largo is also strategically invested in the long-duration energy storage sector through its 50% ownership of Storion Energy, a joint venture with Stryten Energy focused on scalable domestic electrolyte production for utility-scale vanadium flow battery long-duration energy storage solutions in the U.S.

Largo’s common shares trade on the Nasdaq Stock Market and on the Toronto Stock Exchange under the symbol “LGO”. For more information on the Company, please visit www.largoinc.com.

Cautionary Statement Regarding Forward-looking Information:

This press release contains “forward-looking information” and “forward-looking statements” within the meaning of applicable Canadian and United States securities legislation. Forward‐looking information in this press release includes, but is not limited to, statements with respect to the timing and amount of estimated future production and sales; the future price of commodities; costs of future activities and operations, including, without limitation, the effect of inflation and exchange rates; the effect of unforeseen equipment maintenance or repairs on production; timing of ilmenite production; the ability to produce high purity V2O5 and V2O3 according to customer specifications; the extent of capital and operating expenditures; the ability of the Company to make improvements on its current short-term mine plan; and the impact of global delays and related price increases on the Company’s global supply chain and future sales of vanadium products.

The following are some of the assumptions upon which forward-looking information is based: that general business and economic conditions will not change in a material adverse manner; demand for, and stable or improving price of V2O5 and other vanadium products, ilmenite and titanium dioxide pigment; receipt of regulatory and governmental approvals, permits and renewals in a timely manner; that the Company will not experience any material accident, labour dispute or failure of plant or equipment or other material disruption in the Company’s operations at the Maracás Menchen Mine or relating to Largo Clean Energy, specially in respect of the installation and commissioning of the EGPE project; the availability of financing for operations and development; the availability of funding for future capital expenditures; the ability to replace current funding on terms satisfactory to the Company; the ability to mitigate the impact of heavy rainfall; the reliability of production, including, without limitation, access to massive ore, the Company’s ability to procure equipment, services and operating supplies in sufficient quantities and on a timely basis; that the estimates of the resources and reserves at the Maracás Menchen Mine are within reasonable bounds of accuracy (including with respect to size, grade and recovery and the operational and price assumptions on which such estimates are based); the accuracy of the Company’s mine plan at the Maracás Menchen Mine; that the Company’s current plans for ilmenite can be achieved; the Company’s ability to protect and develop its technology; the Company’s ability to maintain its IP; the competitiveness of the Company’s product in an evolving market; the Company’s ability to attract and retain skilled personnel and directors; the ability of management to execute strategic goals; that the Company will enter into agreements for the sales of vanadium, ilmenite and TiO2 products on favourable terms and for the sale of substantially all of its annual production capacity; and receipt of regulatory and governmental approvals, permits and renewals in a timely manner.

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Forward-looking statements can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”, although not all forward-looking statements include those words or phrases. In addition, any statements that refer to expectations, intentions, projections, guidance, potential or other characterizations of future events or circumstances contain forward-looking information. Forward-looking statements are not historical facts nor assurances of future performance but instead represent management’s expectations, estimates and projections regarding future events or circumstances. Forward-looking statements are based on our opinions, estimates and assumptions that we considered appropriate and reasonable as of the date such information is stated, subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Largo to be materially different from those expressed or implied by such forward-looking statements, including but not limited to those risks described in the annual information form of Largo and in its public documents filed on www.sedarplus.ca and available on www.sec.gov from time to time. Forward-looking statements are based on the opinions and estimates of management as of the date such statements are made. Although management of Largo has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Largo does not undertake to update any forward-looking statements, except in accordance with applicable securities laws. Readers should also review the risks and uncertainties sections of Largo’s annual and interim MD&A which also apply.

Trademarks are owned by Largo Inc.

View source version on businesswire.com: https://www.businesswire.com/news/home/20250218257166/en/

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For further information, please contact:

Investor Relations
Alex Guthrie
Director, Investor Relations
+1.416.861.9778
aguthrie@largoinc.com

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Rupert Resources Completes Pre-Feasibility for Ikkari Confirming a High-Margin Project Net Present Value of USD1.7 Billion and IRR of 38%

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TORONTO — Rupert Resources Ltd (“Rupert” or the “Company”) has completed a Pre-feasibility study (“PFS” or “study”) for its 100% owned Ikkari Project (the “Ikkari Project” or “Ikkari”). Ikkari is located 40km from the town of Sodankylä in Northern Finland. An accompanying National Instrument 43-101 Standards of Disclosure for Mineral Projects (“NI 43-101”) technical report is available on the Company’s website at www.rupertresources.com and has also been filed on SEDAR+ at www.sedarplus.ca.

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{All figures are in US$ unless otherwise noted}

PFS HIGHLIGHTS

  • Maiden Mineral Reserve declared for the Ikkari Project with Probable Mineral Reserve of 52Mt at 2.1g/t Au for 3.5Moz Au representing an 85% Mineral Resource to Mineral Reserve conversion.
  • All weather project economics with leverage to higher gold prices: After-tax Net Present Value (5% discount) (“NPV”) of $1.7 billion with unlevered Internal Rate of Return (“IRR”) of 38% and payback after 2.2 years, assuming long term market consensus gold price of $2,150 per troy ounce (“oz”). NPV of $2.5 billion with IRR of 49% and 1.7 year payback at $2,650/oz.
  • High margin production profile: Expected lowest quartile all-in sustaining cost (“AISC”) of $918/oz over LOM, and $717/oz during years 1 to 10 primarily due to a high open pit grade and low strip ratio.
  • Long life: 20-year life of mine (“LOM”) comprising an open-pit operation for the first 10 years with average annual production of 227koz per annum, transitioning to an underground operation (years 10 – 20).
  • Manageable initial capital requirement of $575 million including contingency with project maintaining the low capital intensity indicated by the 2022 Preliminary Economic Assessment (“PEA”).
  • 100% Contained within Rupert Property: All project infrastructure contained within Rupert’s 100% owned exploration licences. Access road, power line and discharge pipeline permitted though separate auxiliary permitting process and do not require siting on mining or exploration permits held by Rupert Resources.
  • First gold pour targeted in 2030 based on Environmental Impact Assessment (“EIA”) submission and Definitive Feasibility Study (“DFS”) initiation in H2 2025, a 24-month permitting timeline and a 2½ year construction period.

Graham Crew, Chief Executive Officer of Rupert Resources said “The results of today’s study and declaration of 3.5Moz Probable Mineral Reserve confirm Ikkari’s ability to translate robust project fundamentals into compelling project value. The PFS confirms Ikkari’s potential for lowest quartile costs combined with manageable initial capital requirements in a Tier 1 jurisdiction for mining. Work on the Definitive Feasibility Study and Environmental Impact Assessment are already underway and we look forward to publishing results from our 2025 winter exploration campaign in due course.”

Financial model after-tax project value and returns at range of gold prices

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Gold price (USD / troy ounce)

NPV ($m)*

IRR (%)

Payback (Years)

1700 (Reserve price)

950

27%

3.1

2150 (base case & LT consensus)

1,700

38%

2.2

2650

2,500

49%

1.7

3000 (high case)

3,100

56%

1.4

*NPV rounded to 2 significant figures at all gold prices

Financial Model Assumptions

Assumption

Unit

Value

Gold Price (unless stated otherwise)

USD / Troy Ounce

2150

Discount rate

%

5

Exchange rate

EUR : USD

1 : 1.05

Corporate tax rate

%

20

State and landowner royalties1

%

0.75

10.75% combined state and landowner royalty payable on plant feed gold content.

PFS Summary

Ikkari is a grassroots discovery made in 2020 by Rupert and completion of the PFS represents a major milestone for the company as it advances the Ikkari Project towards production. The PFS builds on the 4.09Moz Indicated Mineral Resource delivered in November 2023 and enables the Company to declare a maiden Probable Mineral Reserve for the project of 52Mt at 2.1g/t Au for 3.5Moz. Following the successful completion the PFS, Rupert will progress to a Definitive Feasibility Study for the project and expects to submit its EIA in H2 2025.

The Ikkari PFS envisages a staged mine design to minimise waste stripping and enable early production from high grade areas in the open pit. The open pit will produce ore for 10 years before transitioning to a long hole open stope (“LHOS”) underground mine from year 10 for the remainder of the 20-year LOM. Both the grade and the low strip ratio in the open pit are key drivers of a lowest quartile ASIC operation set out in the PFS.

Production Summary

Years 1 to 10

LOM (20 years)

Milled tonnes (Mt)

35

52

Mill tonnes per annum (Mt/year)

3.5

2.6

Average processed gold grade (g/t Au)

2.1

2.1

Average metallurgical recovery (%)

95.8

95.8

Average annual gold production (koz)

227

167

Saleable gold (koz)

2,270

3,340

1Total Cash Cost ($/saleable oz)

603

747

Sustaining capital ($/saleable oz)

115

171

2All in Sustaining Cost (AISC) ($/saleable oz)

717

918

Total initial capital including contingency ($ M)

575

1Cash cost includes selling expenses
2As per the World Gold guidance (Gold All in Sustaining Costs | Gold AISC | World Gold Council) available at www.gold.org/gold-standards/non-gaap-metrics-guide, the objective of the AISC metric is to provide stakeholders (i.e. management, shareholders, governments, local communities, etc.) with transparent and comparable metrics that reflect as close as possible the full cost of producing and selling an ounce of gold, and which are fully and transparently reconcilable back to amounts reported under Generally Accepted Accounting Principles (“GAAP”) as published by the Financial Accounting Standards Board (“FASB”) or the International Accounting Standards Board (“IASB” also referred to as “IFRS”). AISC is a non-GAAP metric.

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Project economics

Life of Mine

Years

20

Net Present Value* ^

US $m

1,700

Internal Rate of Return (unlevered)*

%

38

Payback

Years

2.2

Capital Expenditure (Initial)

US $m

575

Capital Expenditure (Sustaining)

US $m

571

Gross Revenue^

US $m

7,200

Operating Cost^

US $m

2,400

Free Cash Flow (after tax)^

US $m

2,800

*Modelled using $2150/oz gold and 5% discount rate; ^Rounded to 2 significant figures

Operating cost estimate

Operating cost

Unit

Yrs 1 to 10

LOM

OP mining unit cost

$/t material mined

4.11

OP Strip ratio

Waste : Ore ratio

3.72

OP mining unit cost

$/t ore mined

17.21

UG mining unit cost

$/t ore mined

46.0

Mining

$/t ore milled

19.6

26.1

Processing

$/t ore milled

11.9

13.4

Co-Disposal Storage

$/t ore milled

2.5

2.0

Water Management & Treatment

$/t ore milled

1.9

2.3

Site G&A

$/t ore milled

2.2

3.0

Total Operating Costs

$/t ore milled

38.1

46.8

1Excludes capitalized pre-strip tonnage and cost
2Strip ratio is inclusive of capitalized pre-strip tonnage

Capital cost estimates (All USD millions)

Area

Initial Capital

Sustaining Capital

Mining

45

212

Co-Disposal Storage

34

24

Surface Infrastructure

72

3

Concentrator & Filtration Plant

190

2

Closure

0

151

Water Management and Treatment

136

118

Electrical Engineering

17

2

Indirect

15

0

Contingency

66

59

Total Capital

575

571

Ikkari Mineral Reserve

Category

Mining Method

Cut-off

Tonnage

Grade

Gold Content

Au (g/t)

(Mt)

Au (g/t)

Kg

Ounces

Proven

Probable

Open Pit

0.34

35.7

2.2

79 920

2 486 000

Underground

1.04

16.3

1.9

32 370

1 007 000

Total

52.0

2.1

112 290

3 492 000

Notes:

  1. Tonnages are rounded to the nearest 100,000 and ounces are rounded to the nearest 1,000.
  2. Mineral Reserves were estimated using the CIM Best Practices Guidelines (as defined below) and classified using the CIM Definition Standards (as defined below)
  3. The Qualified Person within the meaning of NI 43-101 (“Qualified Person” or “QP”) for the Mineral Reserve Estimate is Mr. Timothy Daffern, Technical Director with WSP. The effective date of the estimate is November 25, 2024.
  4. Mineral Reserves are based on a gold price of US$1,700/oz and fixed metallurgical recovery of 95.0%
  5. Open pit Mineral Reserves are converted from Indicated Mineral Resources only through the process of pit optimisation, mine design, schedule and are supported by a positive cash flow analysis.
  6. Mine design was constrained by a minimum 20m offset to the project boundary
  7. Open pit Mineral Reserves include 4% dilution and 4% mining losses applied in the production schedule.
  8. Underground Mineral Reserves are stated using a 1.04 g/t stope cut-off grade. Underground Mineral Reserves are generated through the generation of optimised stopes, design of long hole open stoping, schedule and are supported by a positive cash flow analysis.
  9. Underground Mineral Reserves account for planned dilution of 15%, unplanned dilution of 6%, secondary dilution of 3% and with mining losses of 4%.
  10. Mineral Reserves are defined at the point where ore is delivered to the plant. All figures are rounded to reflect the relative accuracy of the estimates.
  11. Totals may not sum due to rounding.

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Ikkari Mineral Resource (inclusive of Mineral Reserves)

Resource Category

Mining Method

Cut-off

Tonnage (t)

Grade

Gold Content

Au (g/t)

Au (g/t)

Kg

Ounces

Indicated

Open Pit

0.4

37 308 000

2.21

82 400

2 649 000

Underground

0.9

21 122 000

2.12

44 700

1 437 000

Total Indicated

58 430 000

2.18

127 100

4 087 000

Inferred

Open Pit

0.4

1 271 000

0.81

1 000

33 000

Underground

0.9

2 305 000

1.39

3 200

103 000

Total Inferred

3 576 000

1.18

4 200

136 000

Notes:

  1. Mineral Resource Estimates are reported in-situ and inclusive of Mineral Reserves.
  2. Mineral Resources were estimated using the CIM Best Practices Guidelines and classified using the CIM Definition Standards.
  3. Tonnage and ounces are rounded to the nearest 1 000.
  4. g/t = grams per tonne, ounces are reported as troy ounces.
  5. Totals may not add up correctly due to rounding.
  6. The QP for this Mineral Resource estimate is Mr. Brian Thomas, P.Geo., an independent QP, within the meaning of NI 43-101 and an employee of WSP Canada Inc. based in Sudbury, Ontario, Canada
  7. The effective date of this Mineral Resource estimate is October 24, 2023
  8. Cut-off grade defined by Gold Price, $1700/oz, Metallurgical Recovery 95%, Open Pit Mining Costs $2.9/t, Underground Mining Cost $29/t, Processing Cost $11.30/t, G&A, Rehabilitation & Closure $4.8/t, Royalty 0.75%.
  9. Open pit Mineral Resources constrained within a Whittle Optimized open pit shell using the above assumptions with a 26m offset to the property boundary enforced.
  10. Underground Mineral Resources constrained within the estimation domains to meet the Reasonable Prospects for Eventual Economic Extraction (“RPEEE”) criteria for underground mining.

Mining

The PFS considers extraction of the 3.5Moz Probable Mineral Reserve over a 20 year mine plan with an initial 10 years of mining from open pit with a strip ratio of 3.7 inclusive of pre-stripping. Underground mine development will commence in year 6, with mining by the LHOS method commencing in year 10 through to year 20 (Figures 3 and 4).

Open pit mining will be performed using a conventional truck and shovel configuration with drilling and blasting on 10m benches and the open pit extending to a depth of 300m below surface. The PFS financial model assumes contractor mining except blasting where costs were estimated from first principles. Two stages are planned to maximise early revenue by delaying some waste mining whilst accessing the high-grade ore early in the mining schedule. Open pit operations commence in Year -1, with pre-stripping of the unconsolidated overburden. The open pit operations are planned to produce 3.5Mtpa of ore and cease in Year 11 after with mining transitioning to the underground portion of the deposit.

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Underground mining utilises LHOS with a combination of paste and waste rock backfill. Access to the underground mine consists of two declines: one from surface to the east of the open pit with development commencing in year 6 ahead of stoping in year 10. Stopes are planned on 30 m vertical intervals and 15 m intervals between stopes. A primary-secondary stope sequence is planned to enable the underground operations to produce at 2.0 Mtpa to a maximum depth of 540m below surface, 240m below the base of the open pit.

Ikkari open pit strip ratio by stages:

Open Pit Stage

Strip Ratio (Waste : Ore)

1

2.6 : 1

2

4.6 : 1

Total

3.7 : 1

Note: Strip ratio is inclusive of pre-strip

Processing

Metallurgical test work has confirmed that the expected recovery can be achieved using a conventional flow sheet consisting of crushing and grinding to 100 µm followed by gravity concentration, and intensive leach of the gravity concentrate with carbon-in-leach of the gravity tails. Based on the metallurgical test work results and the proposed flowsheet, the overall projected metallurgical gold recovery is estimated as 95.8% with 29% reporting to the gravity circuit.

Gold will be recovered via electrowinning and poured into doré bars. Tailings from the CIL circuit will be detoxed using a SO2/Air cyanide destruction circuit and pumped to the filtration plant. Tailings will be thickened in a high-rate thickener and feed three horizontal pressure filters prior to reclamation into co-disposal facility.

Co-disposal waste rock and tailings facility

The mining waste and filtered process tailings are to be co-disposed at one location to the north of the plant. This co-disposal facility has a designed capacity of 91.5 Mm³ which includes a 13.5% contingency. The maximum height of the facility approximately 80m to match the surrounding topography and covers an area of approximately 2.0 Mm².

The design allows for phased development during construction and the first few years of LOM. The average side slope of the facility is 1:3, which includes of operational benching. The waste and filtered tailings are to be continuously placed in layers of varying depths depending on the strip ratio and surface area of the facility as it rises. Both the waste and filtered tailings require compaction during deposition.

Water management, treatment and discharge pipeline

Contact water and process water are to be treated in two separate treatment plants. Contact water including run-off and seepage from the co-disposal facility will be collected to the raw water pond, treated, then stored in the treated water pond before being discharged to the Kitinen River via a 37 km pipeline to minimise environmental impact and provide operational flexibility.

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Where possible both groundwater and surface water will be intercepted before contact with the Ikkari Project area to minimise volumes requiring treatment as contact water. This will be achieved through a series of ex-pit watering wells, surface berms and channels.

Process water will be treated and re-cycled back to the process plant via the second water treatment plant significantly reducing raw water requirements. Where necessary, treated contact water will be utilised to top-up process plant requirements.

Project Infrastructure

Surface infrastructure to the Ikkari mine (i.e. process plant, filter plant, maintenance workshops, administration, water treatment plant) will be principally located on a gently undulating hill to east of the proposed open pit. (Figure 6). A network of roads is planned within the site, including the ROM haul road to the ore stockpile and primary crusher, a waste haul road and filtered tailings haul roads. A designated main access road is routed through the plant site accessing the administration building, process plant, workshops, stores and filtration plant. A network of lighter access roads will be provided to access the remaining surface assets.

All project infrastructure is contained within Rupert Resources 100% held exploration licence, Heinälamminvuoma (ML2011:0033-03). External infrastructure including pipeline, access road and power line are expected to be permitted though a separate auxiliary permitting process and are not required to be constrained within the future Mining Licence and thus sited on Rupert Resources held ground (Figure 6).

Access, regional infrastructure and power

Ikkari is well supported by existing infrastructure and is accessed by tarmac and a 5km gravel road from the towns of Kittilä (50km west) and Sodankylä (40km east), both of which provide support services and labour to two existing mines in the area (Kittila, Agnico Eagle and Kevitsa, Boliden). A 220kV power transformer substation is located 9km from Ikkari that can be used as a connection point to the national grid for a 110 kV power line to the Ikkari minesite. A power surplus is envisaged in Lapland towards the end of the decade and the project has access to 100% renewable power.

Stakeholder Engagement

Rupert Resources is based in the town of Sodankylä (population of around 8,000, located 40km from Ikkari) where mining is already a significant contributor to the local economy. The Company is in its fifth year of community engagement specifically on the Ikkari Project and is encouraged by local support for the Ikkari Project.

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As part of the EIA process, Rupert has established a steering committee where authorities and local stakeholders can give their feedback and comments on the Ikkari Project. Small group discussions have been held twice in 2023 and 2024 and are planned to continue in 2025. Topics addressed by the small groups have included: reindeer herding, inhabitants, municipality and livelihoods, recreational use and nature protection.

In total Rupert Resources has logged 51 public events since 2016 and Rupert personnel discussed the project with 1,763 individuals in 2024 alone. These extensive efforts led to the Rupert team achieving the highest possible AAA Standard for community engagement following an external audit by Towards Sustainable Mining – Finland.

Next steps, permitting and timeline

The Company plans to submit an EIA for the Ikkari Project by the end of 2025 and based on the positive the results of the PFS, a Definitive Feasibility Study will also be initiated within the same time period. Geotechnical, metallurgical and environmental studies are already underway to support this study.

Several potential optimisations covering water treatment and closure were noted during the development of the PFS however these could not be fully investigated within the scope of this study. These will be interrogated further during optimisation work ahead of the DFS to ensure the optimal project is considered.

Based on an estimated 24 month environmental permitting period and 30 month required for construction, the first gold pour for Ikkari is now targeted for 2030. (Figure 7)

Study team

The PFS study team was led by WSP, a global provider of consulting and engineering services for mining projects. WSP was supported by Piteau (hydrogeological studies), Grinding Solutions Ltd (metallurgy), Paterson & Cook (paste), Mine Environmental Management (tailings and waste) and Envineer Oy (environmental studies).

Review by Qualified Person and Ikkari Technical Report

The Ikkari Technical Report was prepared and executed by WSP in accordance with NI 43-101. The Qualified Persons for the Ikkari Technical Report are Mr. Timothy Daffern B. Eng. (Mining). C. Eng. (UK) Fellow AusIMM. Fellow IOMMM (QMR). MSME, MCIM and Mr. Brian Thomas, BSc (Geol) P.Geo, both independent QPs within the meaning of NI 43-101 and employees of WSP. The Ikkari Technical Report contains the expressions of professional opinions of the Authors based on: (i) information available at the time of preparation, (ii) data supplied by Rupert Resources [and others], and (iii) the assumptions, conditions, and qualifications set forth in this report. The quality of information, conclusions, and estimates contained herein are consistent with the stated levels of accuracy as well as the circumstances and constraints under which the mandate was performed.

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Mr. Daffern has read, reviewed and supervised, to the extent necessary, all aspects of the PFS to observe compliance to the requirements of NI 43-101 and has reviewed and approved the scientific and technical information related to the PFS in this press release.

This Mineral Resource estimate reflected in the Ikkari Technical Report has been prepared in accordance with NI 43-101. The methodology used to determine the Mineral Resource estimate is consistent with the CIM Estimation of Mineral Resource and Mineral Reserves Best Practices Guidelines (November 2019) (the “CIM Best Practices Guidelines”). The Mineral Resource estimate was classified following the CIM Definition Standards.

The QP for the Mineral Resource estimate reflected in the Ikkari Technical report is Mr. Brian Thomas, P.Geo., an independent QP, within the meaning of NI 43-101 and an employee of WSP based in Sudbury, Ontario, Canada. The effective date of the Mineral Resource estimate is October 24, 2023.

The Mineral Reserves reflected in the Ikkari Technical Report were estimated in accordance with the CIM Best Practice Guidelines. The disclosure of the Reserve Estimate uses the NI 43-101 guidelines and has excluded the use of Inferred Mineral Resources. The QP for this Mineral Reserve estimate is Mr. Timothy Daffern, B.Eng., C.Eng., ACSM., QMR, FAusIMM, FIMMM, M.CIM., M.SME (USA), an independent QP within the meaning of NI 43-101 and an employee of WSP UK. based in England, UK. The effective date of the Mineral Reserve estimate is January 23, 2025.

Mr. Craig Hartshorne, a Chartered Geologist and a Fellow of the Geological Society of London, is the Qualified Person responsible for the accuracy of scientific and technical information in this news release.

The NI-43-101 has been filed on SEDAR+ under the Company’s profile and is also available on the Company’s website: www.rupertresources.com

About Rupert Resources

Rupert Resources is a gold exploration and development company listed on the Toronto Stock Exchange. The Company is focused on making and advancing discoveries of scale and quality with high margin and low environmental impact potential. The Company’s principal focus is Ikkari, a new high-quality, multi-million ounce gold discovery in Northern Finland.

Cautionary Note Regarding Forward Looking Statements

This press release contains statements which, other than statements of historical fact constitute “forward-looking information” within the meaning of applicable securities laws, including statements with respect to: results of exploration and development activities and mineral resources. The words “may”, “would”, “could”, “will”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “expect” and similar expressions, as they relate to the Company, are intended to identify such forward-looking statements. Forward-looking statements included in this press release include, but are not limited to, statements relating to: the Mineral Resource and Mineral Reserve estimates; plans and expectations regarding future exploration programs; plans and expectations regarding future project development; the progression of the EIA and Definitive Feasibility Study on the timeline contemplated herein, if at all; operating and cost estimates; future gold prices; the LOM; the achievement of commercial production at Ikkari on the timeline contemplated herein, if at all; and the Company’s plans for future advancement of the Ikkari Project. Investors are cautioned that forward-looking statements are based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made, and are inherently subject to a variety of risks and uncertainties and other known and unknown factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. These factors include the general risks of the mining industry, as well as those risk factors discussed or referred to in the Company’s annual Management’s Discussion and Analysis for the year ended February 29, 2024, available on the Company’s website at www.rupertresources.com and on SEDAR+ at www.sedarplus.ca. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. 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 statements. Any forward-looking statement speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company does not intend, and does not assume any obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise.

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Cautionary Note Regarding Mineral Resources and Mineral Reserves

Unless otherwise indicated, the scientific and technical disclosure included in this press release, including all Mineral Resource and Mineral Reserve estimates contained in such technical disclosure, has been prepared in accordance with NI 43-101 and the Canadian Institute of Mining, Metallurgy and Petroleum (“CIM”) Definition Standards on Mineral Resources and Mineral Reserves, adopted by the CIM Council on May 10, 2014 (the “CIM Definition Standards”). Readers are cautioned that Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability. There is no certainty that all, or any part, of Mineral Resources will be converted into Mineral Reserves. Inferred Mineral Resources are Mineral Resources for which quantity and grade or quality are estimated based on limited geological evidence and sampling. Geological evidence is sufficient to imply but not verify geological and grade or quality continuity. Inferred Mineral Resources are based on limited information and have a great amount of uncertainty as to their existence and as to their economic and legal feasibility, although it is reasonably expected that the majority of Inferred Mineral Resources could be upgraded to Indicated Mineral Resources with continued exploration. Inferred Mineral Resources are considered too speculative geologically to have economic considerations applied to them that would enable them to be categorized as Mineral Reserves.

View source version on businesswire.com: https://www.businesswire.com/news/home/20250218078462/en/

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Contacts

Graham Crew
Chief Executive Officer

gcrew@rupertresources.com

Thomas Credland
Head of Corporate Development
tcredland@rupertresources.com

Rupert Resources Ltd
82 Richmond Street East, Suite 203, Toronto, Ontario M5C 1P1
Web: http://rupertresources.com/

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dynaCERT Announces $5,000,000 Non-Brokered Listed Issuer Financing Equity Offering

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NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. WIRE SERVICES

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TORONTO — dynaCERT Inc. (TSX: DYA) (OTC: DYFSF) (FRA: DMJ) (“dynaCERT” or the “Company“) is pleased to announce a non-brokered private placement offering of up to 33,333,334 units at a price of $0.15 per unit for aggregate gross proceeds of up to $5,000,000 (the “Offering”). Each unit (each, a “Unit”) will be comprised of one (1) common share of the Company (a “Common Share”) and one (1) common share purchase warrant (a “Warrant”). Each Warrant is exercisable into one (1) Common Share at an exercise price of $0.20 per Warrant for a period of thirty-six (36) months. All dollar values are in Canadian dollars.

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The Units to be issued under the Offering will be offered to purchasers pursuant to the listed issuer financing exemption (“LIFE”) under Part 5A of National Instrument 45-106 – Prospectus Exemptions in the provinces of Ontario, British Columbia and Alberta, and in certain other jurisdictions pursuant to applicable securities laws. The Units will not be subject to resale restrictions pursuant to applicable Canadian securities laws. dynaCERT has prepared and filed an offering document (the “Offering Document”) relating to the Offering that can be accessed under the Company’s profile at www.sedarplus.com, as well as on the Company’s website at www.dynacert.com. Prospective investors should read the Offering Document before making an investment decision.

Closing of the Offering is subject to certain conditions, including, but not limited to, the receipt of all necessary approvals, including but not limited to, the approval of the Toronto Stock Exchange (the “Exchange”).

As described in greater detail in the Offering Document, the proceeds of the Offering will be used to finance sales of the Company’s HydraGEN™ Technology Products to participants in the mining, oil & gas, transportation and generator sectors on a global basis and for working capital and for general corporate purposes.

The securities described herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “1933 Act”) or any state securities laws, and accordingly, may not be offered or sold within the United States except in compliance with the registration requirements of the 1933 Act and applicable state securities requirements or pursuant to exemptions therefrom. This press release does not constitute an offer to sell or a solicitation to buy any securities in any jurisdiction.

About dynaCERT Inc.

dynaCERT Inc. manufactures and distributes Carbon Emission Reduction Technology along with its proprietary HydraLytica™ Telematics, a means of monitoring fuel consumption and calculating GHG emissions savings designed for the tracking of possible future Carbon Credits for use with internal combustion engines. As part of the growing global hydrogen economy, our patented technology creates hydrogen and oxygen on-demand through a unique electrolysis system and supplies these gases through the air intake to enhance combustion, which has shown to lower carbon emissions and improve fuel efficiency. Our technology is designed for use with many types and sizes of diesel engines used in on-road vehicles, reefer trailers, off-road construction, power generation, mining and forestry equipment. Website: www.dynaCERT.com.

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READER ADVISORY

This press release of dynaCERT Inc. contains statements that constitute “forward-looking statements”. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause dynaCERT’s actual results, performance or achievements, or developments in the industry to differ materially from the anticipated results, performance or achievements expressed or implied by such forward-looking statements. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Actual results may vary from the forward-looking information in this news release due to certain material risk factors. This news release is not intended for distribution to U.S. news services or for dissemination in the United States. Except for statements of historical fact, this news release contains certain “forward-looking information” within the meaning of applicable securities law. Forward-looking information is frequently characterized by words such as “plan”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate” and other similar words, or statements that certain events or conditions “may” or “will” occur. Although we believe that the expectations reflected in the forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct. We cannot guarantee future results, performance of achievements. Consequently, there is no representation that the actual results achieved will be the same, in whole or in part, as those set out in the forward-looking information.

Forward-looking information is based on the opinions and estimates of management at the date the statements are made and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking information. Some of the risks and other factors that could cause the results to differ materially from those expressed in the forward-looking information include, but are not limited to: uncertainty as to whether our strategies and business plans will yield the expected benefits; availability and cost of capital; the ability to identify and develop and achieve commercial success for new products and technologies; the level of expenditures necessary to maintain and improve the quality of products and services; changes in technology and changes in laws and regulations; the uncertainty of the emerging hydrogen economy; including the hydrogen economy moving at a pace not anticipated; our ability to secure and maintain strategic relationships and distribution agreements; and the other risk factors disclosed under our profile on SEDAR at www.sedarplus.com. Readers are cautioned that this list of risk factors should not be construed as exhaustive.

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The forward-looking information contained in this news release is expressly qualified by this cautionary statement. We undertake no duty to update any of the forward-looking information to conform such information to actual results or to changes in our expectations except as otherwise required by applicable securities legislation. Readers are cautioned not to place undue reliance on forward-looking information.

Neither the Toronto Stock Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Toronto Stock Exchange) accepts responsibility for the adequacy or accuracy of the release.

On Behalf of the Board

Murray James Payne, CEO

View source version on businesswire.com: https://www.businesswire.com/news/home/20250214327884/en/

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Contacts

Jim Payne, Chairman & CEO
dynaCERT Inc.
#101 – 501 Alliance Avenue
Toronto, Ontario M6N 2J1
+1 (416) 766-9691 x 2
jpayne@dynaCERT.com

Investor Relations
dynaCERT Inc.
Nancy Massicotte
+1 (416) 766-9691 x 1
nmassicotte@dynaCERT.com

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Mineros Reports Fourth Quarter 2024 Financial and Operating Results

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MEDELLIN, Colombia — Mineros S.A. (TSX:MSA, MINEROS:CB) (“Mineros” or the “Company”) today reported its financial and operating results for the three months and year ended December 31, 2024. All dollar amounts – other than per share amounts – are expressed in thousands of US dollars unless otherwise stated. For further information, please see the Company’s audited consolidated financial statements and management’s discussion and analysis posted on Mineros’ website https://mineros.com.co/en/investors/financial-reports and filed under its profile on www.sedarplus.com.

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Andrés Restrepo, President and Chief Executive Officer of Mineros, commented: “We are very pleased with our results for the fourth quarter and year-ended December 31, 2024. From a financial perspective, high and rising gold prices provided us with record revenues and record profits for 2024 of $538.6M and $86.6M from the production and sale of 213,245 ounces of gold at an average price $2,387. Net earnings per share were $0.29. From an operational perspective our Hemco operation is running smoothly and our partnership with artisanal miners under the Bonanza model continues to deliver excellent results aligned with our vision of bringing benefit to all stakeholders thereby allowing us to produce close to the top end of our guidance. Our Nechí Alluvial operation met revised guidance for annual production. We continue to implement various efficiency measures to improve production. We are proud of the work we do in the El Bagre area and continue to effect positive change in the lives of locals through participation in formalizing some informal miners working alongside us. Cash Cost and all-in sustaining costs were in line for Nechí and just above the higher end of guidance for Hemco because of the very strong gold price.”

HIGHLIGHTS FOR THE THREE MONTHS AND YEAR ENDED DECEMBER 31, 2024

For the three months ended December 31, 2024:

  • Produced 54,189 ounces of gold, 31,661 ounces from our Nicaraguan operations, down 7% when compared with 2023 and 22,528 from our Colombian operations, down 19% from the same period in 2023;
  • Revenue of $150,158;
  • Net profit of $23,195;
  • Earnings per share of $0.08 (basic and diluted earnings from continuing operations);
  • Average realized price per ounce of gold sold1 of $2,662;
  • Cost of sales of $95,664;
  • Cash Cost per ounce of gold sold from continuing operations1 of $1,408;
  • AISC per ounce of gold sold from continuing operations1 of $1,775;
  • Net cash flows generated by operating activities of $73,221;
  • Net free cash flow1 of $56,706; and
  • Paid $7,475 in dividends in October 2024.

For the year ended December 31, 2024:

  • Produced 213,245 ounces of gold, 131,228 ounces from our Nicaraguan operations, up 4% when compared with 2023 and 82,017 from our Colombian operations, down 13% from the same period in 2023;
  • Produced 765,611 ounces of silver during 2024, up 23% from the same period in 2023;
  • Record revenue of $538,566;
  • Record net profit of $86,552;
  • Earnings per share of $0.29 (basic and diluted earnings from continuing operations);
  • Average realized price per ounce of gold sold of $2,387;
  • Cost of sales of $95,664;
  • Cash Cost per ounce of gold sold from continuing operations of $1,282;
  • AISC per ounce of gold sold from continuing operations1 of $1,551;
  • Net cash flows generated by operating activities of $144,192;
  • Net free cash flow1 of $86,807; and
  • $96,410 in cash and cash equivalents as at December 31, 2024;
  • $25,927 in loans and other borrowings as at December 31, 2024;
  • Paid $27,663 of dividends; and
  • Return on capital employed (“ROCE”)1 was 37%.

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2024 Performance and 2025 Guidance

The Company achieved its revised production guidance for 2024 with the production of 213,245 ounces of gold, above the midpoint of the guided range. The Company had adjusted guidance in the third quarter of 2024 to better give stakeholders an idea of how the Nechí Alluvial Property and the Hemco Property were each performing against guidance, and to provide better information as to where Cash Cost per ounce of gold sold and AISC per ounce of gold sold were trending. For 2025, we expect gold production to be between 201,000 and 223,000 ounces, building on the consistent performance of our Nicaragua underground mines and partnerships with artisanal miners and the diligence with which our teams at the Nechí Alluvial Property resolve issues as they arise. We remain focused on operational excellence and delivering strong, reliable returns for our shareholders.

The following table summarizes the Company’s production performance relative to 2024 guidance, and 2025 guidance:

Production Gold 2024 1

2024 Guidance1 2

2025 Guidance1

Nechí Alluvial Property

82,017

77,000 – 85,000

81,000 – 91,000

Hemco Property

34,344

33,000 – 35,000

33,000 – 36,000

Company Mines

116,361

110,000 – 120,000

114,000 – 127,000

Artisanal – Nicaragua

96,884

93,000 – 98,000

87,000 – 96,000

Consolidated

213,245

203,000 – 218,000

201,000 – 223,000

  1. Guidance for silver is not provided by the Company, as we treat it as a by-product and the volumes of silver are rather small relative to gold production.
  2. 2024 guidance was revised in November 2024 to reflect lower grades recovered at the Nechí Alluvial Property, and higher artisanal production at the Hemco Property, as disclosed in the Company’s news release dated November 13, 2024, titled “Mineros Reports Third Quarter 2024 Financial and Operating Results”.

The following table summarizes the Company’s cash cost and AISC performance relative to 2024 guidance, and 2025 guidance:

Cash Cost per ounce of
gold sold

2024 Performance ($/oz)

2024 Guidance ($/oz 1

2025 Guidance ($/oz)1 2 3

Nechí Alluvial Property

1,113

1,250 – 1,350

1,220 – 1,320

Hemco Property

1,402

1,340 – 1,420

1,420 – 1,520

Consolidated

1,282

1,250 – 1,330

1,340 – 1,430

AISC per ounce of gold
sold

Nechí Alluvial Property

1,345

1,450 – 1,550

1,440 – 1,540

Hemco Property

1,585

1,500 – 1,580

1,680 – 1,780

Consolidated

1,551

1,480 – 1,570

1,650 – 1,750

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  1. 2024 guidance was revised in November 2024 to reflect lower grades recovered at the Nechi Alluvial Property, and higher artisanal production at the Hemco Property, as disclosed in the Company’s news release dated November 13, 2024, titled “Mineros Reports Third Quarter 2024 Financial and Operating Results”.
  2. These measures are forward-looking non-IFRS financial measures. Guidance for 2025 Cash Cost per ounce of gold sold and AISC per ounce of gold sold assume an average realized gold price of $2,600/oz, and a exchange rate COP/USD of COP$4,200, and inflation of 6,5%. For further information concerning the equivalent historical non-IFRS financial measures, see Section 10 – Non-IFRS and Other Financial Measures in this MD&A.
  3. The composition of Cash Cost per ounce of gold sold and AISC per ounce of gold sold were revised in Q2 of 2024. See Section 10 – Non-IFRS and Other Financial Measures in this MD&A.
  4. The composition of Cash Cost per ounce of gold sold for the Nechi Alluvial Property was revised in Q4 of 2024. See Section 10 – Non-IFRS and Other Financial Measures in this MD&A.

Further to the Company’s January 25, 2025 news release, the composition of Cash Cost for the Nechi Alluvial Property (Colombia) segment was revised in the fourth quarter of 2024 to exclude an intercompany royalty between the Company and its subsidiary, Mineros Aluvial S.A.S. BIC, aligning the composition of those measures for reporting historical performance with the composition of those measures used in disclosing the Company’s guidance. This reduces Cash Cost and Cash Cost per ounce of gold sold for that segment. The Company notes that guidance provided for the Nechi Alluvial Property (Colombia) segment has always excluded the intercompany royalty, even though disclosure of historical Cash Cost performance for the segment did not, which resulted in an inconsistency in reporting of this measure between guidance and historical measures, which has now been addressed. The Company clarifies that all guidance and all historical calculations of Cash Cost and AISC on a consolidated basis previously disclosed by the Company have excluded the effect of this intercompany royalty, and accordingly, they have not been affected by this change.

Annual gold production for 2025 at the Nechí Alluvial Property is expected to be between 81,000 and 91,000 ounces. At the Nechí Alluvial Property, the Company anticipates Cash Cost per ounce of gold sold and AISC per ounce of gold sold to increase slightly compared with 2024 due to inflationary pressures.

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At the Hemco Property, the Company anticipates annual production in 2025 of 120,000 to 132,000 ounces of gold, including 87,000 to 96,000 ounces of gold from artisanal production. We have cultivated strong relationships with the artisanal mining community, creating a strategic advantage in sourcing gold. This collaborative approach ensures consistent access to high-quality minerals, allowing us to maintain stable production levels and deliver on our guidance commitments with greater confidence. The Company anticipates both Cash Cost per ounce of gold sold and AISC per ounce of gold sold to increase due to higher assumed gold prices resulting in 2025, which would increase the cost of artisanal production.

FINANCIAL AND OPERATING HIGHLIGHTS FOR THE THREE MONTHS AND YEAR-ENDED DECEMBER 31, 2024

The following table summarizes quarterly financial highlights for the three months and year ended December 31, 2024 and 2023.

Three Months Ended
December 31,

Change

Year ended
December 31,

Change

2024

2023

2024

2023

($)

($)2

($)

%

($)

($)2

($)

%

Revenue

150,158

130,427

19,731

15

538,566

447,290

91,276

20

Cost of sales

(95,664)

(82,663)

(13,001)

16

(354,567)

(301,888)

52,679

17

Gross Profit

54,494

47,764

6,730

14

183,999

145,402

38,597

27

Profit for the period from continuing operations

23,195

22,808

387

2

86,552

74,538

12,014

16

Loss for the period from discontinued operations

(1,043)

1,043

(100)

(57,324)

57,324

(100)

Net Profit for the period

23,195

21,765

1,430

7

86,552

17,214

69,338

403

Basic and diluted earnings per share from continuing operations ($/share)

0.08

0.08

0.00

2

0.29

0.25

0.04

16

Basic and diluted earnings per share from continuing and discontinued operations ($/share)

0.08

0.07

7

0.29

0.06

0.23

403

Average realized price per ounce of gold sold ($/oz) 1

2,662

1,975

687

35

2,387

1,937

449

23

Average realized price per ounce of gold sold from continuing operations ($/oz)1

2,662

1,975

687

35

2,387

1,937

449

23

Average realized price per ounce of gold sold from discontinued operations ($/oz) 1

0

1,938

(1,938)

(100)

Adjusted EBITDA1

56,895

53,364

3,531

7

210,099

172,146

37,953

22

Cash Cost per ounce of gold sold from continuing operations ($/oz) 1

1,408

1,018

390

38

1,282

1,066

216

20

AISC per ounce of gold sold from continuing operations ($/oz) 1

1,775

1,316

458

35

1,551

1,299

253

19

Net cash flows generated by operating activities

73,221

52,932

20,289

38

144,192

89,908

54,284

60

Net free cash flow1

56,706

36,761

19,945

54

86,807

49,202

37,605

76

ROCE1

37%

30%

6%

21%

37%

30%

6%

21 %

Net Debt 1

(70,483)

(24,316)

(46,167)

190

(70,483)

(24,316)

(46,167)

190

Dividends paid

7,475

5,228

2,247

43

27,663

20,519

7,144

35

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  1. Average realized price per ounce of gold sold, average realized price per ounce of gold sold from continuing operations, average realized price per ounce of gold sold from discontinued operations, Adjusted EBITDA, Cash Cost per ounce of gold sold from continuing operations, AISC per ounce of gold sold from continuing operations, net free cash flow and Net Debt are non-IFRS financial measures, and ROCE is a non-IFRS ratio, with no standardized meaning under IFRS, and therefore may not be comparable to similar measures presented by other issuers. For further information and detailed reconciliations to the most directly comparable IFRS measures, see Non-IFRS and Other Financial Measures in this news release.

Financial Highlights for the three months ended December 31, 2024

  • Revenue increased by 15%: Revenue totaled $150,158 during the fourth quarter of 2024, compared with $130,427 in the fourth quarter of 2023, with sales of gold of $144,239 at an average realized price per ounce of gold sold from continuing operations of $2,662, during the fourth quarter of 2024, compared with sales of gold of $122,530 at an average realized price per ounce of gold sold from continuing operations of $1,975 in the same period in 2023. The increase in revenue in the fourth quarter of 2024 is due to a 35% increase in the average realized price per ounce of gold sold from continuing operations, offset by a 13% decrease in ounces of gold sold, and a 25% decrease in sales of silver of $1,149;
  • Cost of sales increased by 16% to $95,664 during the fourth quarter of 2024, compared with $82,663 in the fourth quarter of 2023. This increase was primarily due to: (i) the higher price of gold increasing the costs to purchase ore from artisanal miners by $5,385; (ii) higher operating expenses across the Company’s operations generally, increased maintenance and materials cost of $3,997, and service and labour costs of $258 and $1,108 respectively. At the Nechí Alluvial Property the Company made a provision of $1,450 for environmental rehabilitation and took a non-cash impairment of certain assets of $2,162.
  • Gross Profit from continuing operations increased by 14% to $54,494 in the fourth quarter of 2024, compared with $47,764 in the fourth quarter of 2023, mainly due to higher revenue as noted above;
  • Profit for the period from continuing operations was flat at $23,195 or $0.08 per share during the fourth quarter of 2024 compared with $22,808 or $0.08 per share during the fourth quarter of 2023.

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  • Adjusted EBITDA up 7%: Adjusted EBITDA was $56,895 during the fourth quarter of 2024 compared with $53,364 during the fourth quarter of 2023, mainly due to the higher revenue;
  • Net cash flows generated by operating activities were up 38%, totaling $73,221 in the fourth quarter of 2024, compared with $52,932 in the fourth quarter of 2023. The Company’s net free cash flow was positive for the three months ended December 31, 2024 and totaled $56,706, up from $36,761 in the same period of 2023, mainly due to $29,762 higher receipts from sales of goods and other revenue, offset with higher payments to suppliers during the quarter of $8,070;
  • Dividends Paid up 43%: Dividends paid during the fourth quarter of 2024 were $7,475, compared with $5,228 in the same period of 2023, due to the extraordinary dividend approved at the ordinary meeting of the General Shareholders’ Assembly in March 2024;
  • Capital investments1 up 8%: During the fourth quarter of 2024, capital investments of $27,316 were made into existing mines, and exploration and growth projects, compared with $25,242 in the fourth quarter of 2023; the increase is due to the construction of a new tailings impoundment facility at the Hemco Property; and
  • Cash Cost & AISC: Cash Cost per ounce of gold sold from continuing operations in the fourth quarter of 2024 was $1,408 and AISC per ounce of gold sold from continuing operations was $1,775, compared with Cash Cost per ounce of gold sold from continuing operations of $1,018 and AISC per ounce of gold sold from continuing operations of $1,316 for the fourth quarter of 2023. The 38% increase in Cash Cost per ounce of gold sold from continuing operations is mainly explained by the 16% increase in the cost of sales, due to higher gold prices, partially offset by the 13% decrease in ounces of gold sold. The increase in AISC per ounce of gold sold from continuing operations is explained by the increase in the Cash Costs per ounce of gold sold from continuing operations, along with a (12)% increase in sustaining capital expenditures.2

Financial Highlights for year ended December 31, 2024

  • Revenue increased by 20%: revenue totaled $538,566 during the year ended December 31, 2024, compared with $447,290 in the year ended December 31, 2023, with sales of gold of $508,965 at an average realized price per ounce of gold sold from continuing operations of $2,387 in the year ended December 31, 2024, compared with sales of gold of $425,647 at an average realized price per ounce of gold sold from continuing operations of $1,937 in the year ended December 31, 2023;

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  • Cost of sales increased by 17%, to $354,567 in the year ended December 31, 2024, compared with $301,888 in the year ended December 31, 2023; the increase in costs is primarily due to higher cost of purchasing artisanal material of $24,470 due to higher gold prices, higher labour costs of $6,645, higher services of $5,279 and higher taxes and royalties of $569;
  • Gross Profit from continuing operations increased by 27%, amounting to $183,999 in the year ended December 31, 2024, compared with $145,402 in the year ended December 31, 2023; mainly due to a 20% increase in revenue, due to higher gold prices, which was partially offset by a 17% increase in cost of sales as explained above;
  • Profit for the period from continuing operations was up by 16% to $86,552 or $0.29 per share during the year ended December 31, 2024 compared with $74,538 or $0.25 per share during the year ended December 31, 2023; the increase in profit is mainly explained by the increase in gross profit, partially offset by an increase in costs as mentioned earlier. Profit was negatively impacted by higher deferred taxes of $16,414 and higher current taxes of $10,562;
  • Adjusted EBITDA up 22%: Adjusted EBITDA was $210,099 during the year ended December 31, 2024 compared with $172,146 during the year ended December 31, 2023 due to a 20% increase in revenue, offset by a 17% increase in cost of sales and a 22% increase in administrative expenses, a 55% decrease in other income offset with a 115% increase in foreign exchange difference, due to the appreciation of the Colombian peso against the U.S. dollar;
  • Loss for the period from discontinued operations decreased by 100%, to $0 during the year ended December 31, 2024, compared with a loss of $57,324 during the year ended December 31, 2023, due to the sale of the Gualcamayo Property;
  • ROCE was 37% as at December 31, 2024 compared with ROCE of 30% as at December 31, 2023; the increase is mainly explained by 22% higher Adjusted EBITDA for the last 12 months, along with a 5% increase in average capital employed, mainly explained by lower gold inventories after the sale of the Gualcamayo Property, fewer exploration and evaluation projects and lower value attributable to property, plant and equipment;
  • Net Debt was $(70,483) as at December 31, 2024, compared with $(24,316) as at December 31, 2023; explained by 41% higher cash and cash equivalents, along with 27% lower loans and other borrowings;

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  • Dividends Paid up 35%: Dividends paid were $27,663 during the year ended December 31, 2024, compared with $20,519 in the same period of 2023, explained by an extraordinary annual dividend approved at the ordinary meeting of the General Shareholders’ Assembly in March 2024;
  • Net cash flows generated by operating activities were up 60% totaling $144,192 in the year ended December 31, 2024, compared with $89,908 in the same period of 2023. The Company’s net free cash flow was positive for the year ended December 31, 2024 and totaled $86,807, up from $49,202 in the same period of 2023, due to lower receipts from sales of goods and other revenue of $14,917, lower payments to suppliers of $23,319 and lower payments to employees of $18,309 offset by higher income tax payments of $3,904;
  • Capital investments up 15% to $75,919: During the year ended December 31, 2024 capital investments of $75,919 were made into existing mines, and exploration and growth projects, compared with $66,205 in the year ended December 31, 2023. The increase is explained by the construction of a new tailings impoundment facility at the Hemco Property; and
  • Cash Cost & AISC: Cash Cost per ounce of gold sold in the year ended December 31, 2024 was $1,282 and AISC per ounce of gold sold was $1,551, compared with Cash Cost per ounce of gold sold of $1,066 and AISC per ounce of gold sold of $1,299 for the same period in 2023. The 20% increase in Cash Cost per ounce of gold sold was mainly explained by 19% higher cost of sales, due to higher gold prices, the 6% devaluation of the US dollar against the Colombian peso and 3% more ounces of gold sold. The 19% increase in AISC per ounce of gold sold is explained by the increase in Cash Cost per ounce of gold sold and a 6% increase in sustaining capital expenditures.

Operational Highlights by Material Property

The following table sets forth the gold produced for the continuing and discontinued operations of the Company for the three months and year ended December 31, with a discussion of the operational highlights for each of the three months ended December 31, 2024, following the table.

(All numbers in ounces unless otherwise noted)

Three Months
Ended December 31,

Change

Year ended
December 31,

Change

2024

2023

ounces

%

2024

2023

ounces

%

Nechí Alluvial Property (Colombia)

22,528

27,920

(5,392

)

(19

)

82,017

93,757

(11,740

)

(13

)

Hemco Property

8,797

9,480

(683

)

(7

)

34,344

32,732

1,612

5

Artisanal Mining

22,864

24,639

(1,775

)

(7

)

96,884

93,219

3,665

4

Nicaragua

31,661

34,119

(2,458

)

(7

)

131,228

125,951

5,277

4

Total Gold Produced from Continuing Operations

54,189

62,039

(7,850

)

(13

)

213,245

219,708

(6,463

)

(3

)

Gualcamayo Property (Argentina)

31,061

(31,061

)

(100

)

Total Gold Produced from Discontinued Operations

31,061

(31,061

)

(100

)

Total Gold Produced

54,189

62,039

(7,850

)

(13

)

213,245

250,769

(37,524

)

(15

)

Total Silver Produced

112,142

198,427

(86,285

)

(43

)

765,611

623,976

141,635

23

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Operational Highlights for the three months ended December 31, 2024

  • Gold production decreased by 13%: Excluding the results of the discontinued operations at the Gualcamayo Property (disposed of in 2023), 54,189 ounces of gold were produced during the fourth quarter of 2024, compared with 62,039 ounces in the fourth quarter of 2023. The decrease in production is mainly a result of 7% lower production at the Hemco Property and 19% lower production at the Nechí Alluvial Property.
  • Exploration and Evaluation Expenditures: for the three months ended December 31, 2024, the Company incurred $3,777 in exploration and evaluation (“E&E”) expenditures, a decrease of 40.7% compared with the fourth quarter of 2023. Regional exploration in the Hemco Property was at similar levels in both periods. The following table summarizes E&E expenditures for the current and comparative periods. The very modest increase in exploration expenses is mainly due to regional exploration in the Hemco Property.

The following table summarizes E&E expenditures for the three months and year ended December 31, 2024 and comparative periods.

Three Months Ended
December 31,

Change

Year ended
December 31,

Change

2024

2023

$

%

2024

2023

$

%

E&E expenditures capitalized 1, 2

$

1,705

$

3,812

$

(2,107

)

(55

)

$

4,711

$

6,779

$

(2,068

)

(31

)

E&E expenditures expensed 3

2,072

2,556

(484

)

(19

)

6,354

6,092

262

4

Total

$

3,777

$

6,368

$

(2,591

)

(41

)

$

11,065

$

12,871

$

(1,806

)

(14

)

  1. Capitalized E&E expenditures are reflected in E&E projects in the consolidated statements of financial position.
  2. Figures in the table reflect expenditures capitalized from continuing operations. E&E expenditures capitalized from discontinued operations as discussed in this news release are nil.
  3. Expensed E&E expenditures are reported in the consolidated statement of profit or loss for the respective period under “Exploration expenses”

Health and Safety

Mineros reaffirms its commitment to provide and maintain a safe and healthy work environment in which all employees and contractors conduct themselves in a responsible and safe manner. Thus, the Company is committed to achieving a high standard of Occupational Health and Safety through the implementation of all policies, procedures, and standards and the continuous improvement of management systems, setting targets and monitoring performance. Operations at both of the Company’s Material Properties are ISO 45001 (Occupational Health and Safety Management) certified.

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The following table presents the safety statistics for the Year ended December 31, 2024, and the comparative period in 2023.

Health and Safety KPIs

Year ended December 31,

2024

2023

Nechí Alluvial Property

(Colombia)

LTIFR1

0.45

0.66

TRIFR 2

1.59

2.64

Hemco Property

(Nicaragua)

LTIFR

0.03

0.34

TRIFR

0.79

1.31

Mineros

(Weighted Average)

LTIFR

0.21

0.49

TRIFR

1.12

1.94

  1. Lost time injury frequency rate (“LTIFR”) refers to the number of lost time injuries that occurred during a reporting period.
  2. Total recordable incident frequency rate (“TRIFR”) combines all of the recorded fatalities, lost time injuries, cases or alternate work and other injuries requiring treatment by a medical professional.

GROWTH AND EXPLORATION PROJECT UPDATES

Near Mine Exploration, Hemco Property Expansion

Near mine exploration is focused on the current mining operations, the Panama Mine and the Pioneer Mine. Mineralization is related to an epithermal gold system associated with multiple quartz veins.

A diamond drill program totaling 134 holes and 37,860 metres was completed in 2024. The objective of this campaign was to increase the Mineral Resources and Mineral Reserves at the Panama Mine and the Pioneer Mine. In the fourth quarter of 2024, the drill program advanced at the Panama Mine and the Pioneer Mine, with 7,829 metres of drilling completed in 29 holes. A total of 4,004 metres were drilled at the Panama Mine and 3,825 metres at the Pioneer Mine. The Company faced delays in its drilling program due to mechanical issues with the drilling rigs.

For 2025, the Company has planned a diamond drilling campaign of approximately 30,000 metres to expand the current Mineral Resources and Mineral Reserves. A total of 17,500 metres is planned for the Panama Mine and 12,500 metres for the Pioneer Mine.

Brownfield Exploration, Hemco Property Expansion

Brownfield exploration is centered on the Bonanza block, which encompasses the concession areas between the Panama Mine and the Pioneer Mine. The mineralization belongs to the same epithermal gold trend that comprises the Panama and Pioneer mines, characterized by multiple quartz veins.

For 2025, Mineros has planned an 18,000 metre diamond drilling campaign to mainly evaluate two brownfield targets, Cleopatra and Orpheus. The objective of this drilling campaign aligns with the Company’s strategic plan to ensure the mineral resources being mined at the Panama and Pioneer mines are replaced.

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Porvenir Project

The Porvenir Project is a pre-development stage project located 10.5 km southwest of the existing Hemco Property facilities. Mineralization consists of a volcanic hosted gold-zinc-silver deposit with epithermal quartz veins of intermediate sulphidation.

In 2024, Mineros completed work to evaluate alternative mining methods for the Porvenir Project to improve extraction efficiency and reduce costs, including through the analysis of alternative geometallurgical assumptions and analysis of metallurgical test work results, which allowed for the refinement of the geometallurgical model for the Porvenir Project, completed in fourth quarter of 2024. This work was guided by the findings of the geomechanical study which was also completed in 2024.

The Company is updating the Mineral Resources and Reserves for the Porvenir Project to maximize its value, with the prefeasibility study optimization scheduled for completion in 2025.

Guillermina Target

The Guillermina target is an epithermal zinc-gold-silver deposit, located four kilometers west of the Pioneer deposit.

A total of 40 holes comprising 6,498 metres of diamond drilling was completed in 2024, achieving 100% of the original plan.

For 2025, Mineros has planned a 2,000-meter diamond drilling campaign to collect material for metallurgical testing and to conduct infill drilling on current inferred resources, with the aim of upgrading them to the category of Indicated Mineral Resource as such term is defined under NI 43-101.

Leticia Deposit

The Leticia Deposit is an epithermal gold-silver-zinc deposit, located 500 m northwest of the Porvenir Project.

For 2025, Mineros has planned a 1,300-meter diamond drilling campaign focused on infill drilling of current Inferred Mineral Resources, with the goal of upgrading them to the Indicated Mineral Resource category.

Luna Roja Deposit

The Luna Roja Deposit is a skarn gold system, located 24 km southeast from the existing Hemco facilities. The Company is focusing on expanding the current Mineral Resources and identifying new targets surrounding the main deposit.

In the fourth quarter of 2024, internal metallurgical testing at the Hemco Lab, along with all technical work and analysis for updating the Mineral Resource estimate for the Luna Roja Deposit, was completed. The updated estimate has been reviewed by SLR Consulting (Canada) Ltd., with publication planned for 2025.

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The Company carried out fieldwork targeting geophysical anomalies in the fourth quarter of 2024. Due to the limited presence of outcrops in the area, additional geophysical analysis and drilling are required to support further investigations.

No drilling activities are scheduled for the Luna Roja Deposit in 2025.

Hemco Property Regional Exploration

Mineros’ regional greenfield exploration is focused on two areas with early-stage targets: Rosita and Bonanza districts. The Bonanza district excludes the designated brownfield area known as the Bonanza block, see Brownfield Exploration, Hemco Property Expansion.

A total of 10 holes comprising 1,374 metres of diamond drilling was completed in the fourth quarter of 2024, achieving approximately 92% of the original plan at the Okonwas Target, part of the Rosita I concession. Assay results are expected to be received in the first quarter of 2025, however, preliminary observations indicate multiple semi-parallel thin veins containing chalcopyrite, sphalerite and galena, suggesting a gold-zinc-silver mineralization.

For 2025, Mineros adjusted its regional drilling strategy to align with the Company’s strategic plan, which prioritizes replacing Mineral Resources at the Panama and Pioneer Mines. For greenfield exploration, efforts will be concentrated on two key areas:

  • Rosita District: This area encompasses targets that primarily shows gold-silver mineralization identified through historical mining, artisanal activities, surface sampling, and scout drilling. Current exploration efforts are centered on the Silba, Bambanita, and Rosita I targets, that includes Okonwas and Murcielago.
  • Bonanza District: This area includes targets that have demonstrated gold-silver-zinc mineralization through historical mining, artisanal activities, and surface sampling. Current reconnaissance efforts are focused on the Araica, Experiencia, Pis Pis, Colonia Norte, San Ramón, and Constancia targets.

A 14,500-meter drilling campaign is planned for 2025, with approximately 6,000 meters allocated for exploration in the Rosita District and 8,500 meters in the Bonanza District.

Near Mine Exploration, Nechí Alluvial Property Expansion

At the Nechí Alluvial Property, Mineros is exploring for alluvial gold predominantly east of the Nechí River, where the Company is currently mining within quaternary alluvial sediments.

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A total of 14,910 metres in 531 holes were completed in 2024, approximately 50% higher than the Company’s original drilling plan. A total of 3,132 metres in 101 holes were drilled in the fourth quarter of 2024, with 390 metres focused on Mineral Resource expansion and 2,742 metres of infill drilling in the current production area. From the total, 892 metres in 31 holes of ward drilling and 2,240 metres in 70 holes of sonic drilling were completed.

In 2024, Mineros increased infill drilling to improve Mineral Resource estimates and reduce geological uncertainty in the current production zone.

In early 2024, Mineros carried out reconnaissance drilling at the Río Cauca target as part of its regional exploration strategy. Using sonic drilling, 681 m were completed across two concessions (503244 and 503248) to evaluate the potential of quaternary sedimentary units, including terraces and alluvial plains, for hosting economically viable gold deposits.

A 10,000 metre-drilling campaign is planned for 2025, where approximately 4,750 metres are designed to expand the current Mineral Resources, 5,000 metres of infill drilling in the production areas and 250 metres of continuing reconnaissance drilling at the Río Cauca Target. From the total, 3,300 metres of ward drilling and 6,700 metres of sonic drilling are planned.

CONFERENCE CALL AND WEBCAST DETAILS

As a reminder the Company will host a conference call Tuesday, February 18, 2025, at 9:00 am EST (9:00 AM Colombian Standard Time) to discuss the results. The conference call will be in Spanish with simultaneous translation in English.

Please join us here.

The live webcast requires previous registration, and interested parties are advised to access the webcast approximately ten minutes prior to the start of the call. The webcast will be archived on the Company’s website at www.mineros.com.co for approximately 30 days following the call.

ABOUT MINEROS S.A.

Mineros is a gold mining company headquartered in Medellin, Colombia. The Company has a diversified asset base, with relatively low cost mines in Colombia and Nicaragua 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 its operations.

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Mineros’ common shares are listed on the Toronto Stock Exchange under the symbol “MSA”, and on the Colombia Stock Exchange under the symbol “MINEROS”.

QUALIFIED PERSON

The scientific and technical information contained in this news release has been reviewed and approved by Luis Fernando Ferreira de Oliveira, MAusIMM CP (Geo), Mineral Resources and Reserves Manager for Mineros S.A., who is a qualified person within the meaning of NI 43-101.

FORWARD-LOOKING STATEMENTS

This news release contains “forward looking information” within the meaning of applicable Canadian securities laws. Forward looking information includes statements that use forward looking terminology such as “may”, “could”, “would”, “will”, “should”, “intend”, “target”, “plan”, “expect”, “budget”, “estimate”, “forecast”, “schedule”, “anticipate”, “believe”, “continue”, “potential”, “view” or the negative or grammatical variation thereof or other variations thereof or comparable terminology. Such forward looking information includes, without limitation, statements with respect to the Company’s outlook for 2025; estimates for future mineral production and sales; the Company’s expectations, strategies and plans for the Material Properties; the Company’s planned exploration, development and production activities; statements regarding the projected exploration and development of the Company’s projects; adding or upgrading Mineral Resources and developing new mineral deposits; estimates of future capital and operating costs; the costs and timing of future exploration and development; estimates for future prices of gold and other minerals; expectations regarding the payment of dividends; and any other statement that may predict, forecast, indicate or imply future plans, intentions, levels of activity, results, performance or achievements.

Forward-looking information is based upon estimates and assumptions of management in light of management’s experience and perception of trends, current conditions and expected developments, as well as other factors that management believes to be relevant and reasonable in the circumstances, as of the date of this news release including, without limitation, assumptions about: favourable equity and debt capital markets; the ability to raise any necessary additional capital on reasonable terms to advance the production, development and exploration of the Company’s properties and assets; future prices of gold and other metal prices; the timing and results of exploration and drilling programs, and technical and economic studies; the development of the Porvenir Project; completion of its drilling programs; the accuracy of any Mineral Reserve and Mineral Resource estimates; the geology of the Material Properties being as described in the applicable technical reports; production costs; the accuracy of budgeted exploration and development costs and expenditures; the price of other commodities such as fuel; future currency exchange rates and interest rates; operating conditions being favourable such that the Company is able to operate in a safe, efficient and effective manner; political and regulatory stability; the receipt of governmental, regulatory and third party approvals, licenses and permits on favourable terms; obtaining required renewals for existing approvals, licenses and permits on favourable terms; requirements under applicable laws; sustained labour stability; stability in financial and capital goods markets; inflation rates; availability of labour and equipment; positive relations with local groups, including artisanal mining cooperatives in Nicaragua, and the Company’s ability to meet its obligations under its agreements with such groups; and satisfying the terms and conditions of the Company’s current loan arrangements. While the Company considers these assumptions to be reasonable, the assumptions are inherently subject to significant business, social, economic, political, regulatory, competitive and other risks and uncertainties, contingencies and other factors that could cause actual actions, events, conditions, results, performance or achievements to be materially different from those projected in the forward-looking information. Many assumptions are based on factors and events that are not within the control of the Company and there is no assurance they will prove to be correct.

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For further information of these and other risk factors, please see the ‘”Risk Factors” section of the Company’s annual information form dated March 25, 2024, available on SEDAR+ at www.sedarplus.com.

The Company cautions that the foregoing lists of important assumptions and factors are not exhaustive. Other events or circumstances could cause actual results to differ materially from those estimated or projected and expressed in, or implied by, the forward looking information contained herein. There can be no assurance that forward looking 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.

Forward looking information contained herein is made as of the date of this news release and the Company disclaims any obligation to update or revise any forward looking information, whether as a result of new information, future events or results or otherwise, except as and to the extent required by applicable securities laws.

NON-IFRS AND OTHER FINANCIAL MEASURES

The Company has included certain non-IFRS financial measures and non-IFRS ratios in this news release. Management believes that non-IFRS financial measures and non-IFRS ratios, when supplementing measures determined in accordance with IFRS, provide investors with an improved ability to evaluate the underlying performance of the Company. Non-IFRS financial measures and non-IFRS ratios do not have any standardized meaning prescribed under IFRS, and therefore may not be comparable to similar measures employed by other companies. This data is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. For a discussion of the use of non-IFRS financial measures and reconciliations thereof to the most directly comparable IFRS measures, see below.

EBIT, EBITDA and Adjusted EBITDA

The Company believes that, in addition to conventional measures prepared in accordance with IFRS, certain investors use earnings before interest and tax (“EBIT”), earnings before interest, tax, depreciation and amortization (“EBITDA”), and adjusted earnings before interest, tax, depreciation and amortization (“Adjusted EBITDA”), which excludes certain non-operating income and expenses, such as financial income or expenses, hedging operations, exploration expenses, impairment of assets, foreign currency exchange differences, and other expenses (principally, donations, corporate projects and taxes incurred). The Company believes that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results because it is consistent with the indicators management uses internally to measure the Company’s performance and is an indicator of the performance of the Company’s mining operations.

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The following table sets out the calculation of EBIT, EBITDA and Adjusted EBITDA to Net profit for the three months and years ended December 31, 2024, and 2023:

Three Months Ended
December 31,

Year ended
December 31,

2024

2023

2024

2023

($)

($)

($)

($)

Net Profit For The Period

$

23,195

$

21,765

$

86,552

$

17,214

Less: Interest income

(613

)

(352

)

(1,691

)

(1,302

)

Add: Interest expense

2,217

1,557

8,260

5,118

Add: Current tax 1

15,598

12,472

53,123

42,561

Add/less: Deferred tax 1

(699

)

(3,376

)

1,894

(14,520

)

EBIT

$

39,698

$

32,066

$

148,138

$

49,071

Add: Depreciation and amortization

11,632

12,330

48,548

45,099

EBITDA

$

51,330

$

44,396

$

196,686

$

94,170

Less: Other income

(516

)

(1,082

)

(2,908

)

(6,104

)

Add: Share of results of associates

20

117

99

117

Less: Finance income (excluding interest income)

(24

)

(8

)

(107

)

(107

)

Add: Finance expense (excluding interest expense)

25

1,051

173

3,833

Add: Other expenses

4,831

4,152

10,802

10,053

Add: Exploration expenses

2,072

2,556

6,354

6,092

Less: Foreign exchange differences

(843

)

1,139

(1,000

)

6,768

Add: Loss for the period from discontinued operations 2

1,043

57,324

Adjusted EBITDA3

$

56,895

$

53,364

$

210,099

$

172,146

  1. For additional information regarding taxes, see note 21 of our audited consolidated financial statements, for the three months and years ended December 31, 2024 and 2023.
  2. Composition of Adjusted EBITDA was revised in the third quarter of 2023 to include loss for the year from discontinued operations.
  3. The reconciliation above does not include adjustments for (impairment) reversal of assets, because there would be a nil adjustment for the three months and years ended December 31, 2024 and 2023.

Cash Cost

The objective of Cash Cost is to provide stakeholders with a key indicator that reflects as close as possible the direct cost of producing and selling an ounce of gold.

The Company reports Cash Cost per ounce of gold sold which is calculated by deducting revenue from silver sales, depreciation and amortization, environmental rehabilitation provisions and including cash used for retirement obligations and environmental and rehabilitation and sales of electric energy. This total is divided by the number of gold ounces sold. Cash Cost includes mining, milling, mine site security, royalties, and mine site administration costs, and excludes non-cash operating expenses. Cash Cost per ounce of gold sold is a non-IFRS financial measure used to monitor the performance of our gold mining operations and their ability to generate profit, and is consistent with the guidance methodology set out by the World Gold Council.

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The following table provides a reconciliation of Cash Cost per ounce of gold sold on a by-product basis to cost of sales for the three months and years ended December 31, 2024, and 2023:

Three Months Ended December 31,

Year ended December 31,

2024

2023

2024

2023

Cost of sales

$

95,664

$

82,663

$

354,567

$

301,888

Less: Cost of sales of non-mining operations1

(257

)

(827

)

(751

)

Less: Depreciation and amortization

(11,469

)

(11,885

)

(47,430

)

(43,665

)

Less: Sales of silver

(3,520

)

(4,669

)

(21,239

)

(14,384

)

Less: Sales of electric energy

(2,270

)

(2,071

)

(7,581

)

(5,346

)

Less: Environmental rehabilitation provision

(3,296

)

(1,846

)

(7,360

)

(4,788

)

Add: Use of environmental and rehabilitation liabilities

728

1,137

1,539

1,137

Add: Use of Retirement obligations

469

81

1,672

81

Cash Cost from continuing operations

$

76,306

$

63,153

$

273,341

$

234,172

Gold sold (oz) from continuing operations

54,189

62,039

213,245

219,708

Cash Cost per ounce of gold sold from continuing operations ($/oz)

$

1,408

$

1,018

$

1,282

$

1,066

Cash Cost from discontinued operations

66,262

Gold sold (oz) from discontinued operations

31,737

Cash Cost per ounce of gold sold from discontinued operations ($/oz)

$

$

0

$

$

2,088

Cash Cost

$

76,306

$

63,153

$

273,341

$

300,434

Gold sold (oz)

54,189

62,039

213,245

251,445

Cash Cost per ounce of gold sold ($/oz)

$

1,408

$

1,018

$

1,282

$

1,195

  1. Refers to cost of sales incurred in the Company’s “Others” segment. See note 7 of our audited consolidated financial statements for the three months and years ended December 31, 2024 and 2023. The majority of this amount relates to the cost of sales of latex.

Changes in Composition of Cash Cost

The composition of Cash Cost from continuing operations was revised in the fourth quarter of 2023 to adjust for asset retirement obligations and environmental rehabilitation provisions in connection with the sale of the Gualcamayo Property. Values for prior periods have been adjusted from amounts previous disclosed to reflect these changes.

The composition of Cash Cost was revised in the second quarter of 2024 to deduct revenue from sales of electric energy from cost of sales to better reflect the costs to produce an ounce of gold. Values for prior periods have been adjusted from amounts previous disclosed to reflect these changes.

Changes in Composition of Cash Cost – Nechí Alluvial Property (Colombia) Segment

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The composition of Cash Cost for the Nechí Alluvial Property (Colombia) segment was revised in the fourth quarter of 2024 to exclude an intercompany royalty, which reduces Cash Cost and Cash Cost per ounce of gold sold for that segment. The Company notes that guidance provided for the Nechí Alluvial Property (Colombia) segment has always excluded the intercompany royalty, even though disclosure of historical Cash Cost performance for the segment did not, which resulted in an inconsistency in reporting of this measure between guidance and historical measures. Disclosure of Cash Cost and Cash Cost per ounce of gold sold for the Nechí Alluvial Property (Colombia) segment has been adjusted from amounts previously disclosed in historical MD&A to reflect this change. For greater certainty, this change does not affect Cash Cost and Cash Cost per ounce of gold sold of the Company on a consolidated basis, or for any other segment.

All-in Sustaining Costs

The objective of AISC is to provide stakeholders with a key indicator that reflects as close as possible the full cost of producing and selling an ounce of gold. AISC per ounce of gold sold is a non-IFRS ratio that is intended to provide investors with transparency regarding the total costs of producing one ounce of gold in the relevant period.

The Company reports AISC per ounce of gold sold on a by-product basis. The methodology for calculating AISC per ounce of gold sold is set out below and is consistent with the guidance methodology set out by the World Gold Council. The World Gold Council definition of AISC seeks to extend the definition of total Cash Cost by deducting cost of sales of non-mining operations and adding administrative expenses, sustaining exploration, sustaining leases and leaseback and sustaining capital expenditures. Non-sustaining costs are primarily those related to new operations and major projects at existing operations that are expected to materially benefit the current operation. The determination of classification of sustaining versus non-sustaining requires judgment by management. AISC excludes current and deferred income tax payments, finance expenses and other expenses. Consequently, these measures are not representative of all the Company’s cash expenditures. In addition, the calculation of AISC does not include depreciation and amortization cost or expense as it does not reflect the impact of expenditures incurred in prior periods. Therefore, it is not indicative of the Company’s overall profitability. Other companies may quantify these measures differently because of different underlying principles and policies applied. Differences may also occur due to different definitions of sustaining versus non-sustaining.

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The following table provides a reconciliation of AISC per ounce of gold sold to cost of sales for the three months and years ended December 31, 2024, and 2023:

Three Months Ended December 31,

Year ended December 31,

2024

2023

2024

2023

Cost of sales

$

95,664

$

82,663

$

354,567

$

301,888

Less: Cost of sales of non-mining operations 1

(257

)

(827

)

(751

)

Less: Depreciation and amortization

(11,469

)

(11,885

)

(47,430

)

(43,665

)

Less: Sales of silver

(3,520

)

(4,669

)

(21,239

)

(14,384

)

Less: Sales of electric energy

(2,270

)

(2,071

)

(7,581

)

(5,346

)

Less: Environmental rehabilitation provision

(3,296

)

(1,846

)

(7,360

)

(4,788

)

Add: Use of environmental and rehabilitation liabilities

728

1,137

1,539

1,137

Add: Use of Retirement obligations

469

81

1,672

81

Add: Administrative expenses

9,231

6,730

22,448

18,355

Less: Depreciation and amortization of administrative expenses 2

(163

)

(445

)

(1,118

)

(1,434

)

Add: Sustaining leases and leaseback 3

2,455

2,070

9,838

7,995

Add: Sustaining exploration 4

31

337

191

885

Add: Sustaining capital expenditures 5

8,313

9,822

26,125

25,378

AISC from continuing operations

$

96,173

$

81,667

$

330,825

$

285,351

Gold sold (oz) from continued operations

54,189

62,039

213,245

219,708

AISC per ounce of gold sold from continuing operations ($/oz)

$

1,775

$

1,316

$

1,551

$

1,299

AISC from discontinued operations

76,911

Gold sold (oz) from discontinued operations

9,947

31,737

AISC per ounce of gold sold from discontinued operations ($/oz)

2,423

AISC

$

96,173

$

81,667

$

330,825

$

362,262

Gold sold (oz)

54,189

71,986

213,245

251,445

AISC per ounce of gold sold ($/oz)

$

1,775

$

1,134

$

1,551

$

1,441

  1. Cost of sales of non-mining operations is the cost of sales excluding cost incurred by non-mining operations and the majority of this cost comprises cost of sales of latex.
  2. Depreciation and amortization of administrative expenses is included in the administrative expenses line on the audited consolidated financial statements and is mainly related to depreciation for corporate office spaces and local administrative buildings at the Hemco Property.
  3. Represents most lease payments as reported in the audited consolidated financial statements of cash flows and is made up of the principal of such cash payments, less non-sustaining lease payments. Lease payments for new development projects and capacity projects are classified as non-sustaining.
  4. Sustaining exploration: Exploration expenses and exploration and evaluation projects as reported in the audited consolidated financial statements, less non-sustaining exploration. Exploration expenditures are classified as either sustaining or non-sustaining based on a determination of the type and location of the exploration expenditure. Exploration expenditures within the footprint of operating mines are considered costs required to sustain current operations and so are included in sustaining costs. Exploration expenditures focused on new ore bodies near existing mines (i.e. brownfield), new exploration projects (i.e. greenfield) or for other generative exploration activity not linked to existing mining operations are classified as non- sustaining.
  5. Sustaining capital expenditures: Represents the capital expenditures at existing operations including, periodic capitalized stripping and underground mine development costs, ongoing replacement of mine equipment and overhaul of existing equipment, and is calculated as total additions to property, plant and equipment (as reported on the consolidated statements of cash flows), less non-sustaining capital. Non-sustaining capital represents capital expenditures for major projects, including projects at existing operations that are expected to materially benefit the operation and provide a level of growth, as well as enhancement capital for significant infrastructure improvements at existing operations. Non-sustaining capital expenditures during the three months and year ended December 31, 2024, are primarily related to major projects at the Hemco Property and the Nechí Alluvial Property. The sum of sustaining capital expenditures and non-sustaining capital expenditures is reported as the total of additions of property plant and equipment in the audited consolidated financial statements

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Changes in Composition of AISC

The composition of AISC from continuing operations and AISC per ounce of gold sold from continuing operations was revised in the fourth quarter of 2023 to adjust for asset retirement obligations and environmental rehabilitation provisions in connection with the sale of the Gualcamayo Property. Values for prior periods have been adjusted from amounts previous disclosed to reflect these changes.

Changes in Composition of AISC – Nechí Alluvial Property (Colombia) Segment

The composition of AISC for the Nechí Alluvial Property (Colombia) segment was revised in the fourth quarter of 2024 to exclude an intercompany royalty, which reduces AISC and AISC per ounce of gold sold for that segment. The Company notes that guidance provided for the Nechí Alluvial Property (Colombia) segment has always excluded the intercompany royalty, even though disclosure of historical AISC performance for the segment did not, which resulted in an inconsistency in reporting of this measure between guidance and historical measures. Disclosure of AISC and AISC per ounce of gold sold for the Nechí Alluvial Property (Colombia) segment has been adjusted from amounts previously disclosed in historical MD&A to reflect this change. For greater certainty, this change does not affect AISC and AISC per ounce of gold sold of the Company on a consolidated basis, or for any other segment.

Cash Cost and All-in Sustaining Costs by Operating Segment

The following tables provide a reconciliation of Cash Cost per ounce of gold sold and AISC per ounce of gold sold by operating segment1 to cost of sales, for the three months and years ended December 31, 2024, and 2023:

Three months ended December 31, 2024

Nechi Alluvial

Hemco

Cost of sales

$

39,055

$

61,032

Less: Depreciation and amortization

(3,881

)

(7,550

)

Less: Sales of silver

(64

)

(3,456

)

Less: Sales of electric energy

(2,270

)

Less: Environmental rehabilitation provision

(3,296

)

Add: Use of environmental and rehabilitation liabilities

728

Add: Use of Retirement obligations

469

Cash Cost

$

26,048

$

50,495

AISC Adjustments

Less: Depreciation and amortization of administrative expenses

(4

)

(11

)

Add: Administrative expenses

1,495

959

Add: Sustaining leases and Leaseback

636

1,819

Add: Sustaining exploration

31

Add: Sustaining capital expenditure

4,056

4,257

AISC

$

32,262

$

57,519

Gold sold (oz)

22,528

31,661

Cash Cost per ounce of gold sold ($/oz)

$

1,156

$

1,595

AISC per ounce of gold sold ($/oz)

$

1,432

$

1,817

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Three months ended December 31, 2023

Nechi Alluvial

Hemco

Cost of sales

$

33,969

$

52,822

Less: Depreciation and amortization

(4,265

)

(7,583

)

Less: Sales of silver

(61

)

(4,608

)

Less: Sales of electric energy

(2,071

)

Less: Environmental rehabilitation provision

(1,846

)

Cash Cost

$

22,852

$

40,712

AISC Adjustments

Less: Depreciation and amortization administrative expenses

(4

)

(7

)

Add: Administrative expenses

799

897

Add: Sustaining leases and Leaseback

547

1,523

Add: Sustaining exploration

337

Add: Sustaining capital expenditure

4,075

5,747

AISC

$

28,606

$

48,872

Gold sold (oz)

27,920

34,119

Cash Cost per ounce of gold sold ($/oz)

$

818

$

1,193

AISC per ounce of gold sold ($/oz)

$

1,025

$

1,432

Year ended December 31, 2024

Nechi Alluvial

Hemco

Cost of sales

$

135,587

$

233,923

Less: Depreciation and amortization

(16,643

)

(30,625

)

Less: Sales of silver

(215

)

(21,024

)

Less: Sales of electric energy

(7,581

)

Less: Environmental rehabilitation provision

(7,360

)

Add: Use of environmental and rehabilitation liabilities

1,539

Add: Use of Retirement obligations

1,672

Cash Cost

$

91,262

$

183,946

AISC Adjustments

Less: Depreciation and amortization of administrative expenses

(15

)

(43

)

Add: Administrative expenses

3,637

3,394

Add: Sustaining leases and Leaseback

2,696

7,142

Add: Sustaining exploration

191

Add: Sustaining capital expenditure

12,524

13,601

AISC

$

110,295

$

208,040

Gold sold (oz)

82,017

131,228

Cash Cost per ounce of gold sold ($/oz)

$

1,113

$

1,402

AISC per ounce of gold sold ($/oz)

$

1,345

$

1,585

Three months ended December 31, 2023

Nechi Alluvial

Hemco

Cost of sales

$

33,969

$

52,822

Less: Depreciation and amortization

(4,265

)

(7,583

)

Less: Sales of silver

(61

)

(4,608

)

Less: Sales of electric energy

(2,071

)

Less: Intercompany royalty

(4,011

)

Less: Environmental rehabilitation provision

(1,846

)

Add: Use of environmental and rehabilitation liabilities

1,137

Add: Use of Retirement obligations

81

Cash Cost

$

22,852

$

40,712

AISC Adjustments

Less: Depreciation and amortization administrative expenses

(4

)

(7

)

Add: Administrative expenses

799

897

Add: Sustaining leases and Leaseback

547

1,523

Add: Sustaining exploration

337

Add: Sustaining capital expenditure

4,075

5,747

AISC

$

28,606

$

48,872

Gold sold (oz)

27,920

34,119

Cash Cost per ounce of gold sold ($/oz)

$

818

$

1,193

AISC per ounce of gold sold ($/oz)

$

1,025

$

1,432

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  1. The Gualcamayo Property was sold as part of the disposition of Minas Argentinas S.A. Results in the table in the column titled Gualcamayo (Discontinued operation) reflect results from January 1, 2023 to September 21, 2023 and solely pertain to the discontinued operation.

Reconciliation of Cash Cost per ounce of gold sold and AISC per ounce of gold – Nechí Alluvial Segment (Colombia)

The following tables provide a reconciliation of the calculation of Cash Cost per ounce of gold sold and the AISC per ounce of gold sold for the Nechí Alluvial Property (Colombia) segment for the three months and year ended December 31, 2023, reflecting changes made to the composition of those measures in the 2024 financial year and to align with the manner in which guidance is reported.

Cash Cost Reconciliation

Three Months Ended
December 31, 2023

Year ended
December 31, 2023

Cash Cost per ounce of gold sold ($/oz) – Previously reported

$

1,036

$

1,046

Adjustments ($/oz)

Less: Intercompany royalty

(144

)

(142

)

Less: Sales of electric energy

(74

)

(57

)

Cash Cost per ounce of gold sold ($/oz) restated

$

818

$

847

AISC Reconciliation

Three Months Ended
December 31, 2023

Year ended
December 31, 2023

AISC per ounce of gold sold ($/oz) – Previously reported

$

1,168

$

1,188

Adjustments ($/oz)

Less: Intercompany royalty

(144

)

(142

)

AISC per ounce of gold sold ($/oz) restated

$

1,024

$

1,046

Net Free Cash Flow

The Company uses the financial measure “net free cash flow”, which is a non-IFRS financial measure, to supplement information regarding cash flows generated by operating activities. The Company believes that in addition to IFRS financial measures, certain investors and analysts use this information to evaluate the Company’s performance with respect to its operating cash flow capacity to meet recurring outflows of cash.

Net free cash flow is calculated as cash flows generated by operating activities less non-discretionary sustaining capital expenditures and interest and dividends paid related to the relevant period. As the Gualcamayo Property was sold in September 2023, amounts related to the metrics shown in the following table have been calculated to reflect only the continuing operations of the Company.

The following table sets out the calculation of the Company’s net free cash flow to net cash flows generated by operating activities for the three months and years ended December 31, 2024, and 2023:

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Three Months Ended December 31,

Year ended December 31,

2024

2023

2024

2023

Net cash flows generated by operating activities

$

73,221

$

52,932

$

144,192

$

89,908

Non-discretionary items:

Sustaining capital expenditures (excluding Gualcamayo)

(8,313

)

(9,822

)

(26,125

)

(25,378

)

Interest paid

(727

)

(1,121

)

(3,597

)

(7,572

)

Dividends paid

(7,475

)

(5,228

)

(27,663

)

(20,519

)

Net cash flows used in (generated from) discontinued operations 1

12,763

Net free cash flow

$

56,706

$

36,761

$

86,807

$

49,202

1. Composition of net free cash flow has been revised to exclude net cash flows used in (generated from) discontinued operations.

Return on Capital Employed (“ROCE”)

The Company uses ROCE as a measure of long-term operating performance to measure how effectively management utilizes the capital it is provided. This non-IFRS ratio is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. The calculation of ROCE, expressed as a percentage, is Adjusted EBIT (calculated in the manner set out in the table below) divided by the average of the opening and closing capital employed for the 12 months preceding the period end. Capital employed for a period is calculated as total assets at the beginning of that period less total current liabilities.

Year ended December 31, 2024

2024

2023

Adjusted EBITDA (last 12 months)

$

210,099

$

172,146

Less: Depreciation and amortization (last 12 months)

(48,548

)

(45,099

)

Adjusted EBIT (A)

$

161,551

$

127,047

Total assets at the beginning of the period

493,757

569,543

Less: Total current liabilities at the beginning of the period

(84,765

)

(134,581

)

Opening Capital Employed (B)

$

408,992

$

434,962

Total assets at the end of the period

582,036

493,757

Less: Current liabilities at the end of the period

(106,022

)

(84,765

)

Closing Capital employed (C)

$

476,014

$

408,992

Average Capital employed (D)= (B) + (C) /2

$

442,503

$

421,977

ROCE (A/D)

37

%

30

%

Net Debt

Net Debt is a non-IFRS financial measure that provides insight regarding the liquidity position of the Company. The calculation of net debt shown below is calculated as nominal undiscounted debt including leases, less cash and cash equivalents. The following sets out the calculation of Net Debt as at December 31, 2024 and 2023.

As at December 31,

2024

2023

Loans and other borrowings

$

25,927

$

32,802

Less: Cash and cash equivalents

(96,410

)

(57,118

)

Net Debt

$

(70,483

)

$

(24,316

)

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Average Realized Price

The Company uses “average realized price per ounce of gold sold” and “average realized price per ounce of silver sold”, which are non-IFRS financial measures. Average realized metal price represents the revenue from the sale of the underlying metal as per the statement of operations, adjusted to reflect the effect of trading at the holding company level (parent company) on the sales of gold purchased from subsidiaries. Average realized prices are calculated as the revenue related to gold and silver sales divided by the number of ounces of metal sold. The following table sets out the reconciliation of average realized metal prices to sales of gold and sales of silver for the three months and years ended December 31, 2024 and 2023:

Three Months Ended December 31,

Year ended December 31,

2024

2023

2024

2023

Sales of gold from continuing operations

$

144,239

$

122,530

$

508,965

$

425,647

Gold sold from continuing operations (oz)

54,189

62,039

213,245

219,708

Average realized price per ounce of gold sold from continuing operations ($/oz)

$

2,662

$

1,975

$

2,387

$

1,937

Sales of gold from discontinued operations

$

$

$

$

61,516

Gold sold from discontinued operations (oz)

31,737

Average realized price per ounce of gold sold from discontinued operations ($/oz)

$

$

$

$

1,938

Average realized price per ounce of gold sold ($/oz)

$

2,662

$

1,975

$

2,387

$

1,937

Sales of silver from continuing operations

$

3,520

$

4,669

$

21,239

$

14,384

Silver sold from continuing operations (oz)

112,142

198,427

765,611

614,756

Average realized price per ounce of silver sold from continuing operations ($/oz)

$

31

$

24

$

28

$

23

Sales of silver from discontinued operations

$

$

$

$

217

Silver sold from discontinued operations (oz)

9,220

Average realized price per ounce of silver sold from discontinued operations ($/oz)

$

$

$

$

24

Average realized price per ounce of silver sold ($/oz)

$

31

$

24

$

28

$

23

_________________
1
Average realized price per ounce of gold sold, Cash Cost per ounce of gold from continuing operations, AISC per ounce of gold sold from continuing operations, and net free cash flow are non-IFRS financial measures, and ROCE is a non-IFRS ratio, with no standardized meaning under IFRS, and therefore may not be comparable to similar measures presented by other issuers. For further information and detailed reconciliations to the most directly comparable IFRS measures, see “Non-IFRS and Other Financial Measures”.
2 Capital investments refers to additions to exploration, property, plant and equipment, and intangibles (which includes asset retirement obligation amounts and leases) for the Nechí Alluvial Property, the Hemco Property, and the La Pepa Project segments. It excludes additions to property, plant and equipment, exploration or intangibles of Mineros and other segments. For additional information as additions to exploration, property, plant and equipment, and intangibles, see Note 7 of our audited consolidated financial statements for the three months and year ended December 31, 2024.
3 For information regarding the composition of sustaining capital expenditures, see Non-IFRS and Other Financial Measures – All-In Sustaining Costs in this news release.
4 For additional information regarding segments (Material Properties), see Note 7 of our audited consolidated financial statements for the three months and years ended December 31, 2024, and 2023.

View source version on businesswire.com: https://www.businesswire.com/news/home/20250214272424/en/

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Contacts

For further information, please contact:
Ann Wilkinson
Vice President, Investor Relations
+1 416-357-5511
relacion.inversionistas@mineros.com.co
Investor.relations@mineros.com.co

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