THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES FOR DISSEMINATION IN THE UNITED STATES
VANCOUVER, British Columbia, July 28, 2025 (GLOBE NEWSWIRE) -- Atico Mining Corporation (the "Company" or "Atico") (TSX.V: ATY | OTC: ATCMF) is pleased to announce the closing of its offering under the listed issuer financing exemption (the "LIFE Offering"), previously disclosed in the Company's press releases dated June 9, 2025, June 13, 2025 and July 22, 2025. Under the LIFE Offering, Atico sold 29,090,910 units of the Company (the "LIFE Units"), at a subscription price of $0.11 per LIFE Unit, for gross proceeds of $3,200,000. Under the LIFE Offering and the Company's rights offering that closed on July 22, 2025 (the "Rights Offering", and together with the LIFE Offering, the "Offerings"), the Company raised aggregate gross proceeds of $6,487,572.42.
"We are thrilled with the successful completion of our Rights and LIFE Offerings, which have significantly strengthened our financial foundation. This achievement positions us to advance our strategic goals at both El Roble mine and the La Plata project." said Fernando E. Ganoza, CEO. "I extend my gratitude to our loyal shareholders, new investors, and company insiders for their substantial support and trust in our vision. Together, we are poised to steer back the company toward becoming a top mid-tier producer."
Each LIFE Unit consisted of one common share of the Company (a "Common Share") and one transferable Common Share purchase warrant (a "LIFE Warrant"), with each LIFE Warrant exercisable into one Common Share (a "LIFE Warrant Share") at a price of $0.18 per LIFE Warrant Share for a period of two years from the issue date.
In connection with the LIFE Offering, PowerOne Capital Markets Limited (the "Finder") acted as finder in connection with a portion of the LIFE Offering. The Company paid a cash finder's fee of approximately $62,820 and issued 571,091 non-transferable Common Share purchase warrants (the "Finder Warrants") to the Finder, an arm's length party to the Company. Each Finder Warrant is exercisable for one Common Share at an exercise price of $0.18 for a period of two years following the closing date of the LIFE Offering.
The LIFE Units were issued pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 - Prospectus Exemptions. Certain LIFE Units were also issued in the United States pursuant to exemptions from the registration requirements in Regulation D of the U.S. Securities Act of 1933, as amended.
The Company intends to use the net proceeds from the Offerings to pay for development of the Company's La Plata project in Ecuador (the "La Plata Project"), additional drilling at the Company's El Roble mine in Colombia (the "El Roble Mine"), and for general corporate purposes.
Following closing of the LIFE Offering, the Company has a total of 180,264,117 Common Shares outstanding.
Certain officers of the Company, considered "related parties" under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transaction ("MI 61-101"), acquired an aggregate of 590,001 LIFE Units under the LIFE Offering. Accordingly, the LIFE Offering constituted a related party transaction under MI 61-101. The LIFE Offering is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to sections 5.5(b) and 5.7(1)(a) of MI 61-101, as the Company is not listed or quoted on any of the stock exchanges or markets listed in subsection 5.5(b) of MI 61-101, and the fair market value of the securities distributed and the consideration received for the securities under the LIFE Offering does not exceed 25% of the Company's market capitalization.
This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This news release shall not constitute an offer to sell or the solicitation of an offer to buy any securities in the United States. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, or under any state securities laws in the United States, and such securities may not be offered or sold within the United States absent registration under U.S. federal and state securities laws or an applicable exemption from such U.S. registration requirements.
About Atico Mining Corporation
Atico is a growth-oriented Company, focused on exploring, developing and mining copper and gold projects in Latin America. The Company generates significant cash flow through the operation of the El Roble mine and is developing its high-grade La Plata VMS project in Ecuador. The Company is also pursuing additional acquisition of advanced stage opportunities. For more information, please visit www.aticomining.com.
ON BEHALF OF THE BOARD
Fernando E. Ganoza
CEO
Atico Mining Corporation
Trading symbols: TSX.V: ATY | OTCQX: ATCMF
Investor Relations
Igor Dutina
Tel: +1.604.729.5765
Neither the TSX Venture Exchange (the "TSXV") nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
Cautionary Note Regarding Forward Looking Statements
This news release contains certain forward-looking information and forward-looking statements, as defined in applicable securities laws (collectively referred to herein as "forward-looking statements"). These statements relate to future events or the Company's future performance. All statements other than statements of historical fact are forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects", "anticipates", "believes", "estimates", "expects", "confirm" and similar expressions, or the negatives of such words and phrases, or state that certain actions, events or results "may", "could", "would", "should", "might", or "will" be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those anticipated in such forward-looking statements. The forward-looking statements in this news release speak only as of the date hereof or as of the date specified in such statement. Specifically, this news release includes, but is not limited to, forward-looking statements regarding the use of proceeds from the Offerings.
Inherent in forward-looking statements are risks, uncertainties and other factors beyond Atico's ability to predict or control. These risks, uncertainties and other factors include, but are not limited to, risks associated with the Company's outstanding debt, including amounts due and payable to each of Trafigura PTE. Ltd. and Dundee Corporation ("Dundee") on or before July 25, 2025 and December 30, 2025, respectively, or the ability to successfully negotiate to amend or extend the terms of the convertible debenture with Dundee; the availability and cost of funds; discretion in the Company's use of available funds from the Offerings; risks relating to negative operating cash flows of the Company; dilution of the shareholdings of shareholders who did not exercise all of their rights under the Rights Offering ("Rights"); irrevocability of the exercise of Rights by a shareholder; the possibility that the subscription price is not indicative of the Company's value; if a shareholder fails to follow the subscription procedure and abide by the subscription deadline their subscription may be rejected; mining operations; market fluctuations in commodity prices; title risks and surface rights and access; changes in legislation; political instability; government or regulatory approvals; non-compliance with laws and regulations and compliance costs; environmental compliance; climate change; uninsured and uninsurable risks; water disposal, tailings and reclamation obligations; financing risks; risks associated with outstanding debt; global economic conditions; availability and costs of supplies; community relations; mineral reserve and mineral resource estimates; future production rates; labour relations; currency fluctuations; the Company may engage in hedging activities; infrastructure; exploration and development capital expenditures; social media and reputation; negative publicity; human rights; business objectives; concentrate sales risks; shortage of personnel; health and safety; pandemics, epidemics or infectious disease outbreak; physical security; conflicts of interest; claims and legal proceedings; information systems and cyber security; internal controls; violation of anti-bribery or corruption laws; competition; tax considerations; compliance with listing standards; enforcement of civil liabilities; financing requirement risks; market price volatility of Common Shares; and other risks and uncertainties related to the Company's business and the Offerings, including those described in the Company's public disclosure documents on SEDAR+ at www.sedarplus.ca. Readers are cautioned that the foregoing list of factors is not exhaustive of the factors that may affect the forward-looking statements. Actual results and developments are likely to differ and may differ materially from those expressed or implied by the forward-looking statements contained in this news release. Such statements are based on a number of assumptions which may prove to be incorrect, including but not limited to, (1) the Company's ability to generate positive cash flows from ongoing operations at the El Roble Mine, including the ability to sell its mineral concentrates in inventory; (2) that all required third party contractual, regulatory and governmental approvals will be obtained for the development, construction and production of the Company's properties, (3) there being no significant disruptions affecting operations, whether due to labor disruptions, supply disruptions, power disruptions, damage to equipment, non-renewal of title to the Company's claims or otherwise, (4) permitting, development, expansion and power supply proceeding on a basis consistent with the Company's current expectations, (5) currency exchange rates being approximately consistent with current levels, (6) certain price assumptions for copper, gold, zinc and silver, (7) prices for and availability of fuel oil, electricity, parts and equipment and other key supplies remaining consistent with current levels, (8) production forecasts meeting expectations, (9) the accuracy of the Company's current mineral resource and reserve estimates, (10) labor and materials costs increasing on a basis consistent with the Company's current expectations, (11) matters related to the ongoing dispute with the National Mining Agency in Colombia, and (12) general marketing, political, business and economic conditions.
Forward-looking statements may be affected by known and unknown risks, uncertainties and other factors including without limitation, those referred to in the Offering Documents that may cause Atico's actual results, performance or achievements to be materially different from any of its future results, performance or achievements expressed or implied by forward-looking statements. All forward-looking statements herein are qualified by this cautionary statement. Accordingly, readers should not place undue reliance on forward-looking statements. The Company undertakes no obligation to update publicly or otherwise any forward-looking statements, whether as a result of new information or future events or otherwise, except as may be required by law. If Atico does update one or more forward-looking statements, no inference should be drawn that it will make additional updates with respect to those or other forward-looking statements, unless required by law.
