Volcan Compañía Minera S.A.A. Announces Early Tender Offer Results for Any and All of its Outstanding 8.750% Senior Secured Notes due 2030 and Consent Solicitation

LIMA, Peru, Oct. 24, 2025 (GLOBE NEWSWIRE) — Volcan Compañía Minera S.A.A. (“Volcan”), a publicly held corporation (sociedad anónima abierta) organized under the laws of the Republic of Peru with its principal executive office at Av. Manuel Olguín 373, Santiago de Surco, Lima, Republic of Peru, hereby announces the early tender results of its offer to purchase for cash any and all of its outstanding 8.750% Senior Secured Notes due 2030 (CUSIP: 92863U AC0 and P98047 AD8, and ISIN: US92863UAC09 and USP98047AD80) (the “Notes”), upon the terms and subject to the conditions described in the offer to purchase and consent solicitation statement dated October 8, 2025 (as it may be amended or supplemented from time to time, the “Statement”). Capitalized terms used in this press release, but not defined herein, shall have the meanings given to such terms in the Statement. Volcan refers to the offer to purchase the Notes as the “Tender Offer”. The purpose of the Tender Offer is to acquire the Notes. Notes purchased in the Tender Offer will be retired and cancelled.

Concurrently with the Tender Offer, Volcan has solicited (the “Solicitation”) from Holders (as defined below) a consent (the “Consent” or, in the plural, “Consents”) to certain proposed amendments described therein (the “Proposed Amendments”) to the indenture governing the Notes (the “Indenture”) and to the security documents governing the collateral (the “Security Documents”) described in the Statement. The Proposed Amendments would, with respect to the Indenture, eliminate certain restrictive covenants, events of default and related provisions contained in the Indenture with respect to the Notes and, with respect to the Security Documents, effect certain conforming changes to the Indenture and improve certain operational efficiencies. See “Proposed Amendments to the Indenture and Certain Security Documents” in the Statement.   

Volcan hereby announces that, as of October 23, 2025, at 9:00 a.m. New York City time (which was the Early Tender and Consent Date), it has received valid tenders from the registered holders of the Notes (individually, a “Holder” and collectively, the “Holders”) of U.S.$263,583,000 in aggregate principal amount of the Notes, representing approximately 87.90% of the principal amount outstanding. Withdrawal rights for the Tender Offer and revocation rights for the Solicitation have expired as of 9:00 a.m., New York City time, on October 23, 2025.

Furthermore, Volcan hereby announces that it has obtained the Requisite Consents necessary to give effect to the Proposed Amendments. As a result, Volcan expects that the first supplemental indenture to the Indenture (the “First Supplemental Indenture”) and the amendments to the Security Documents (the “Security Documents Amendments”) effecting the Proposed Amendments will be executed on October 28, 2025, or promptly thereafter. The First Supplemental Indenture will become effective upon its execution and delivery by Volcan, as issuer, the Subsidiary Guarantors (as defined therein), as guarantors, and Citibank, N.A., as trustee, and payment in full of the Total Consideration, and the Security Documents Amendments will become effective upon payment in full of the Total Consideration and completion of the Bond Offering.

Volcan currently expects that the Early Settlement Date will be on or around October 28, 2025. On the Early Settlement Date, Holders that validly tendered (and did not validly withdraw) their Notes at or prior to the Early Tender and Consent Date, which Notes were accepted for purchase pursuant to the Tender Offer, will receive the Total Consideration. In addition, such Holders will also receive accrued and unpaid interest on those Notes from the last interest payment date with respect to those Notes to, but not including, the Early Settlement Date.

The Tender Offer and the Solicitation will expire at 5:00 p.m., New York City time, on November 6, 2025, or any other date and time to which Volcan extends or early terminates the Tender Offer and the Solicitation (such date and time, as it may be extended or earlier terminated, the “Expiration Time”).

Holders of Notes that are validly tendered after the Early Tender and Consent Date but prior to the Expiration Time and accepted for purchase pursuant to the Tender Offer will receive the Tender Offer Consideration but are not eligible to receive the Early Tender Premium.

If a Holder does not tender its Notes, they will remain outstanding. If Volcan consummates the Tender Offer, the trading market for a Holder’s outstanding Notes may be significantly more limited. For a discussion of this and other risks, see “Certain Significant Considerations—Limited Trading Market; Reduced Liquidity as a Result of the Offer and the Solicitation” in the Statement.

Notwithstanding any other provision of the Tender Offer and Solicitation, Volcan’s obligation to accept for purchase, and to pay for, any Notes validly tendered and not validly withdrawn pursuant to the Tender Offer, and its obligation to accept the delivery of, and to pay for, the Consents validly delivered and not validly revoked pursuant to the Solicitation, are subject to, and conditioned upon, the satisfaction of, or Volcan’s waiver of, the certain conditions, including the Financing Condition, described in the section of the Statement entitled “The Tender Offer and Solicitation—Conditions to the Tender Offer and Solicitation.” The conditions to the Tender Offer and Solicitation are for the sole benefit of Volcan and may be asserted by Volcan, regardless of the circumstances giving rise to any such condition (including any action or inaction by Volcan).

THE STATEMENT AND THIS PRESS RELEASE CONTAIN CERTAIN IMPORTANT INFORMATION THAT SHOULD BE READ BEFORE ANY DECISION IS MADE WITH RESPECT TO THE TENDER OFFER AND THE SOLICITATION, IN PARTICULAR, SEE “CERTAIN SIGNIFICANT CONSIDERATIONS” IN THE STATEMENT FOR A DISCUSSION OF CERTAIN FACTORS HOLDERS SHOULD CONSIDER IN CONNECTION WITH THE TENDER OFFER AND THE SOLICITATION.

VOLCAN HAS NOT FILED THE STATEMENT WITH, AND IT HAS NOT BEEN REVIEWED BY, ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY OF ANY COUNTRY. NO AUTHORITY HAS PASSED UPON THE ACCURACY OR ADEQUACY OF THE STATEMENT AND IT IS UNLAWFUL AND MAY BE A CRIMINAL OFFENSE TO MAKE ANY REPRESENTATION TO THE CONTRARY. THE TENDER OFFER AND THE SOLICITATION HAVE NOT BEEN REGISTERED, AND WILL NOT BE REGISTERED, WITH THE PERUVIAN SECURITIES MARKET SUPERINTENDENCY (SUPERINTENDENCIA DEL MERCADO DE VALORES) OR THE LIMA STOCK EXCHANGE (BOLSA DE VALORES DE LIMA). THE TENDER OFFER AND THE SOLICITATION MAY NOT BE MADE IN PERU, EXCEPT IN CIRCUMSTANCES THAT DO NOT CONSTITUTE A PUBLIC OFFERING OR UNAUTHORIZED DISTRIBUTION UNDER PERUVIAN LAWS AND REGULATIONS. PERUVIAN SECURITIES LAWS AND REGULATIONS ON PUBLIC OFFERINGS WILL NOT BE APPLICABLE TO THE TENDER OFFER AND THE SOLICITATION, THE DISCLOSURE OBLIGATIONS SET FORTH THEREIN WILL NOT BE APPLICABLE TO VOLCAN BEFORE OR AFTER THE TENDER OFFER AND THE SOLICITATION. THE TENDER OFFER AND THE SOLICITATION ARE NOT BEING MADE IN PERU PURSUANT TO A PUBLIC OFFERING AND DOCUMENTS RELATING TO THE TENDER OFFER AND THE SOLICITATION, AS WELL AS INFORMATION CONTAINED THEREIN, MAY NOT BE SUPPLIED TO THE PUBLIC IN PERU, NOR BE USED IN CONNECTION WITH ANY OFFER TO THE PUBLIC IN PERU.

NONE OF VOLCAN, ITS BOARD OF DIRECTORS, THE DEALER MANAGERS (AS DEFINED BELOW), THE TENDER AND INFORMATION AGENT OR THE TRUSTEE, THE REGISTRAR, THE PAYING AGENT OR THE TRANSFER AGENT OR ANY OF THEIR RESPECTIVE AFFILIATES IS MAKING ANY RECOMMENDATION AS TO WHETHER HOLDERS SHOULD TENDER ANY NOTES NOR ANY RECOMMENDATION THAT HOLDERS DELIVER OR REFRAIN FROM DELIVERING ANY CONSENTS IN RESPONSE TO THE TENDER OFFER AND THE SOLICITATION. HOLDERS MUST MAKE THEIR OWN DECISION AS TO WHETHER TO PARTICIPATE IN THE TENDER OFFER AND THE SOLICITATION, AND, IF SO, THE PRINCIPAL AMOUNT OF NOTES TO TENDER AND THE CONSENTS TO DELIVER.

The Statement and related documents do not constitute an offer to buy or the solicitation of an offer to sell notes in any jurisdiction or in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Tender Offer and the Solicitation to be made by a licensed broker or dealer, the Tender Offer and the Solicitation will be deemed to be made on behalf of Volcan by the Dealer Managers or one or more registered brokers or dealers licensed under the laws of such jurisdiction. Volcan is not aware of any jurisdiction where the making of the Tender Offer and the Solicitation is not in compliance with the laws of such jurisdiction. If Volcan becomes aware of any jurisdiction in which the making of the Tender Offer and the Solicitation would not be in compliance with such laws, Volcan will make a good faith effort to comply with any such laws or may seek to have such laws declared inapplicable to the Tender Offer and the Solicitation. If, after such good faith effort, Volcan cannot comply with any such applicable laws, the Tender Offer and the Solicitation will not be made to the Holders residing in each such jurisdiction. Neither the delivery of this press release, the Statement and any related documents nor any purchase of Notes by Volcan will, under any circumstances, create any implication that the information contained in this press release, the Statement or in any related document is current as of any time subsequent to the date hereof or thereof.

The Statement does not constitute an offer to sell or a solicitation of an offer to buy any securities (other than the Notes pursuant to the Tender Offer). Any offering of securities will only be made by an offering document and any such offering may not be registered with the U.S. Securities and Exchange Commission.

This press release may contain certain “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995. These statements are based on management’s current expectations and are subject to risks, uncertainty and changes in circumstances, which may cause actual results, performance or achievements to differ materially from anticipated results, performance or achievements. All statements contained herein that are not clearly historical in nature are forward-looking and the words “anticipate,” “believe,” “expect,” “estimate,” “plan” and similar expressions are generally intend to identify forward-looking statements. Volcan is under no obligation (and expressly disclaims any such obligation) to update or alter its forward-looking statements whether as a result of new information, future events or otherwise. More detailed information about these and other factors is set forth in the Statement.

D.F. King & Co., Inc. is acting as the tender agent and as the information agent (the “Tender and Information Agent”) for the Tender Offer and Solicitation. BofA Securities, Inc., Banco BTG Pactual S.A. – Cayman Branch, Goldman Sachs & Co. LLC and Natixis Securities Americas LLC are acting as dealer managers and solicitation agents (the “Dealer Managers”) for the Tender Offer and Solicitation.

The Tender and Information Agent for the Tender Offer and the Solicitation is:

D.F. King & Co. Inc.

28 Liberty Street, 53rd Floor
New York, New York 10005
Banks and Brokers call: (212) 914-0093
Attn: Michael Horthman
Toll Free: (800) 431-9646
Email: volcan@dfking.com

The Depositary Agent for the Tender Offer and the Solicitation is:

D.F. King & Co. Inc.

By facsimile:
(For Eligible Institutions only):
(212) 709-3328
Confirmation:
(212) 269-5552
Attn: Michael Horthman

By Mail: By Overnight Courier: By Hand:
28 Liberty Street, 53rd Floor 28 Liberty Street, 53rd Floor 28 Liberty Street, 53rd Floor
New York, NY 10005 New York, NY 10005 New York, NY 10005
     

Any questions or requests for assistance or for additional copies of the Statement may be directed to the Tender and Information Agent at one of its telephone numbers above. A Holder (or a beneficial owner that is not a Holder) may also contact any of the Dealer Managers at their telephone numbers set forth below or its broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Statement.

The Dealer Managers for the Tender Offer and Solicitation are:

BofA Securities BTG Pactual Goldman Sachs & Co. LLC Natixis Securities Americas LLC
One Bryant Park
New York, New York 10036
U.S. Toll Free: +1 (888) 292 0070
Collect: +1 (646) 855 8988
Attention: Liability Management Group
601 Lexington Avenue, 57th floor
New York, New York 10022
Collect: +1 (212) 293-4600
Email: OL-DCM@btgpactual.com
Attention: Debt Capital Markets
200 West Street
New York, New York 10282
Toll Free: +1 (800) 828-3182
Collect: +1 (212) 357-1452
Attention: Liability Management Group
1251 Avenue of the Americas, 4th Floor
New York, New York 10020
U.S. Toll Free: +1 (866) 425-1819
Europe: +33 (0)1 58 55 05 56
Attention: Debt Capital Markets/Liability Management
       

SOURCE: Volcan Compañía Minera S.A.A.

Jorge Murillo Nuñez, Chief Financial Officer, JMurillo@volcan.com.pe, +51 995 029 664