Mineros Announces Results of 2026 Shareholder Meeting
Mineros Announces Results of 2026 Shareholder Meeting
- $0.10 per Share Annual Dividend Declared — $29.6 Million Total Distribution
- $80 Million Share Repurchase Program Over Three Years Approved
- Board of Directors Elected
(All amounts expressed in U.S. dollars unless otherwise stated)
MEDELLÍN, Colombia--(BUSINESS WIRE)--Mineros S.A. (TSX:MSA | BVC:MINEROS | OTCQX:MNSAF) (“Mineros” or the “Company”) reports the results of the ordinary meeting of its General Shareholders Assembly (the “Meeting”) held on Friday, March 27, 2026, in Medellín, Colombia.
Results of Ordinary Meeting of General Shareholders Assembly
Profit Distribution and 2026 Dividends
At the Meeting, the General Shareholders Assembly approved the distribution of the Company’s 2025 profits as set forth in Table 1 below, including an annual ordinary dividend of $0.10 per common share, payable in four equal quarterly instalments of $0.025, representing a total distribution of $29,578,052.
Table 1. Shareholder-Approved Profit Distribution for the Fiscal Year Ended December 31, 2025.
Concept |
USD |
COP (1) |
Net Income for the Year |
144,984,322 |
594,512,382,000 |
Less: Stock Buyback Reserve |
80,000,000 |
328,043,029,300 |
Less: Transfer to General Reserves |
64,984,322 |
266,469,352,700 |
Plus: Release of Untaxed Reserves from Prior Years |
29,578,052 |
121,285,921,006 |
Available for Dividend Distribution |
29,578,052 |
121,285,921,006 |
(1) U.S. dollar amounts converted to Colombian pesos for informational purposes, based on the average monthly Representative Market Rate (Tasa Representativa del Mercado – TRM) published by the Colombian Superintendence of Finance for the year ended December 31, 2025, of $1.00 = approximately COP$4,100.54, which includes adjustments on the translation to COP from US$ in accordance with IFRS.
The Canadian record dates and Canadian/Colombian payment dates are set out in Table 2.
Table 2. Canadian Dividend Record Dates and Canadian/Colombian Dividend Payment Dates.
|
Record Date |
Payment Date |
Amount per Share ($) |
Amount per Share (COP$) (1) |
Ordinary Dividend |
April 20, 2026 |
April 27, 2026 |
0.025 |
102.51 |
|
July 13, 2026 |
July 21, 2026 |
0.025 |
102.51 |
|
October 9, 2026 |
October 19, 2026 |
0.025 |
102.51 |
|
January 8, 2027 |
January 18, 2027 |
0.025 |
102.51 |
(1) U.S. dollar amounts converted to Colombian pesos for informational purposes, based on the average monthly Representative Market Rate (Tasa Representativa del Mercado – TRM) published by the Colombian Superintendence of Finance for the year ended December 31, 2025, of $1.00 = approximately COP$4,100.54.
Payment of each dividend amount will be made on each payment date in U.S. dollars, which may in some cases be converted into local currency at the foreign exchange rate on the date of payment.
The approved dividend is consistent with the Company’s dividend policy, which provides for the distribution of at least 15% of the net income of the prior fiscal year, provided that doing so is consistent, in management’s good-faith judgment, with maximizing the long-term value of the Company.
Dividends will be paid out of profits earned during and after the 2017 financial year, which have been subject to corporate tax in Colombia. Under the Colombian Tax Code, dividends and distributions out of profits taxed at the corporate level to non-resident shareholders are generally subject to a 20% withholding tax, which the Company will withhold and remit to the Colombian National Tax and Customs Authority (DIAN). A lower rate may apply for persons who are tax-resident in countries that have entered into a tax treaty with Colombia. The Company has made available a procedure by which shareholders entitled to a withholding tax rate of less than 20% may claim and request delivery of any excess amounts withheld prior to their remittance to DIAN. This procedure is made available as a service to shareholders and may be discontinued or revised at any time without notice. For additional information, see the Circular or the Company’s most recent Annual Information Form, each available on the Company’s profile on SEDAR+.
Approval of Share Repurchase Resolution
At the Meeting, the General Shareholders Assembly approved a share repurchase programme pursuant to a substitutive proposal presented by a shareholder, which increased the program’s aggregate amount from US$20 million, as initially proposed by the Administration, to US$80 million. The resolution (the “Share Repurchase Resolution”) authorizes the Company, at the discretion of the Board of Directors (the “Board”), to repurchase its common shares by way of market purchases on the Colombia Stock Exchange and/or the Toronto Stock Exchange, or through mechanisms that ensure equitable treatment, up to a maximum aggregate amount of US$80 million, charged to the reserve created for this purpose, over a period not to exceed three years.
Under Colombian law, shareholders are required to approve any repurchase of shares, and the General Shareholders Assembly accordingly approved the Share Repurchase Resolution to afford the Board the flexibility to undertake one or more issuer bids over the next three years, subject to applicable rules and regulations in Canada and Colombia. Of the common shares represented in person or by proxy at the Meeting, 256,422,788 (99.99%) voted in favour of the Share Repurchase Resolution. The resolution was properly brought before the Meeting in accordance with applicable Colombian rules and regulations and the Company’s guidelines governing the General Shareholders Assembly.
Election of Directors
The Board is elected in accordance with the Colombian electoral quotient system, under which directors are elected based on slates of nominees proposed for election. For additional information, see the Company’s management information circular dated February 17, 2026 (the “Circular”), available on the Company’s website at www.mineros.com.co and under its profile on SEDAR+.
A single slate of five nominees was proposed for election at the Meeting. The slate, recommended by the Corporate Governance and Sustainability Committee and set forth in the Circular, consisted of Filipe J. Martins, Augusto López, Vikram Sodhi, Hernán Rodríguez, and Sofía Bianchi.
Each nominee was determined to be suitable to serve as a director of the Company in accordance with applicable laws and the Policy for the Election, Evaluation and Compensation of the Board.
Of the 256,827,362 common shares represented in person or by proxy at the Meeting, 256,776,137 (99.98%) voted in favour of the slate and 51,225 (0.02%) voted against. In accordance with the electoral quotient system, the directors forming the slate were elected. The Board is now composed of the following individuals:
Members of the Board |
|
Filipe J. Martins |
|
Vikram Sodhi |
|
Augusto Lopez |
|
Hernan Rodríguez |
|
Sofía Bianchi |
Advisory Vote on Individual Directors
At the Meeting, shareholders voted on an advisory resolution in respect of each individual nominee proposed for election. Table 3 summarizes the results.
Table 3. Results of Advisory Vote on the Election of Individual Directors.
Name of Nominee |
Votes For |
(%) |
Votes Withheld |
(%) |
Abstained |
(%) |
Total Shares |
Filipe J. Martins |
233,787,790 |
100.00% |
0 |
0.00% |
0 |
0.00% |
233,787,790 |
Vikram Sodhi |
233,787,790 |
100.00% |
0 |
0.00% |
0 |
0.00% |
233,787,790 |
Augusto López |
232,547,257 |
99.47% |
750 |
0.00% |
1,239,783 |
0.53% |
233,787,790 |
Hernán Rodríguez |
233,787,040 |
100.00% |
750 |
0.00% |
0 |
0.00% |
233,787,790 |
Sofía Bianchi |
233,787,040 |
100.00% |
750 |
0.00% |
0 |
0.00% |
233,787,790 |
Approval of Director Compensation
The General Shareholders Assembly approved the following remuneration for members of the Board:
Fees |
Annual |
|
Chair of the Board |
$30,000 |
|
Member of the Board |
$55,000 |
|
Chair of the Audit Committee |
$25,000 |
|
Member of Committee (other than Chair of Audit Committee) |
$5,000 |
Mr. Sodhi has voluntarily renounced all rights to director compensation.
Results of Other Resolutions
All other resolutions outlined in the Circular were passed at the Meeting.
About Mineros S.A.
Mineros is a leading Latin American gold mining company headquartered in Medellín, Colombia. The Company operates a diversified portfolio of assets in Colombia and Nicaragua and maintains a pipeline of development and exploration projects across the region, including the La Pepa Project in Chile.
With more than 50 years of operating history, Mineros maintains a longstanding focus on safety, sustainability, and disciplined capital allocation. Its common shares are listed on the Toronto Stock Exchange (MSA) and the Colombian Stock Exchange (MINEROS) and trade on the OTCQX® Best Market under the symbol MNSAF.
Election of Directors — Electoral Quotient System
The Company has received an exemption from the individual and majority voting requirements applicable to TSX-listed issuers. Compliance with such requirements would conflict with Colombian laws and regulations, which require directors to be elected from a slate of nominees under an electoral quotient system. Additional details are available in the Company’s most recent Annual Information Form, accessible at www.mineros.com.co and on SEDAR+ at www.sedarplus.com.
Forward-Looking Statements
This news release contains “forward-looking information” within the meaning of applicable securities laws. Forward-looking information may relate to the Company’s future financial outlook and anticipated events or results and may include information regarding the Company’s financial position, business strategy, growth strategies, addressable markets, budgets, operations, financial results, taxes, dividend policy, plans and objectives. Forward-looking information includes statements that use forward-looking terminology such as “may”, “could”, “would”, “will”, “should”, “intend”, “target”, “plan”, “expect”, “estimate”, “anticipate”, “believe”, “continue”, “potential”, “view” or the negative or grammatical variation thereof or comparable terminology. Such forward-looking information includes, without limitation, statements with respect to the timing and payment of dividends and the acquisition of the Company’s shares.
Forward-looking information is based upon estimates and assumptions of management in light of management’s experience and perception of current conditions and expected developments, as well as other factors, as of the date of this news release. While management considers these assumptions to be reasonable, many 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. 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. These risk factors include, without limitation, changes in market conditions, gold prices, currency fluctuations, operating risks, international trade conflict, and the additional risks described in the “Risk Factors” sections of the Company’s most recent Annual Information Form, available on SEDAR+ at www.sedarplus.com.
The Company cautions that the foregoing lists of important assumptions and factors that may affect future results 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. 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.
Contacts
For Further Information, Please Contact:
Ann Wilkinson Vice President, Investor Relations
+1 (647) 496-3011
Ann.Wilkinson@Mineros.com.co
Juan Obando Director, Investor Relations
+57 (4) 266-5757
Juan.Obando@Mineros.com.co
