Atico Mining Corporation (TSX-V: ATY) (OTC: ATCMF) is pleased to announce the Company’s entrance into a US$95 million secured Project Finance facility with Trafigura PTE. Ltd. to facilitate the construction and development of the Company’s La Plata project and the entrance into a subscription agreement for the issuance of a secured convertible debenture with a face value of US$16.4 million to an affiliate of Trafigura via a non-brokered private placement.

Fernando E. Ganoza, CEO and Director, commented, “This financing package for the La Plata project is the result of a competitive review process which assessed several alternatives aimed at finding the best value for our shareholders. Given our decade-long relationship with Trafigura and their deep knowledge of the La Plata project, this result was both competitive and a natural fit. Following extensive due diligence, this investment signifies a strong vote of confidence in the quality of our asset.” Mr. Ganoza continued, “the financial flexibility provided by this package allows us to strengthen our balance sheet while simultaneously funding all necessary pre-construction activities. We are thrilled to advance responsibly towards construction, develop Ecuador’s next gold and copper mine, and create significant value for all our stakeholders.”

Project Finance Facility

Compañía Minera La Plata S.A., as borrower, and the Company and Toachi Mining Inc., as guarantors, and Trafigura, as lender, have entered into a definitive credit agreement pursuant to which the Project Finance Facility will be made available.

Under the terms of the Credit Agreement, following satisfaction of customary conditions precedent, Trafigura will make available to CMLP US$95 million in one or more drawdowns that will be used to finance the construction and development of the Company’s La Plata project in Ecuador, or as otherwise agreed upon by Trafigura. Drawdowns under the Project Finance Facility will be available for approximately 2.5 years following the earlier of (i) commencement of construction, and (ii) March 31, 2027, and will ultimately mature 7 years thereafter. The amount advanced to CMLP will bear interest at a rate equal to Adjusted Term SOFR plus 7.5% per annum.

The Credit Agreement includes terms and conditions customary in secured financing transactions of this nature, including customary financial covenants. The Credit Agreement provides for a parent guarantee from the Company, which parent guarantee will be released once the La Plata project achieves completion, a guarantee from Toachi Mining Inc. and security from the obligors over all assets relating to the La Plata project.

Convertible Debenture Financing

The Company and an affiliate of Trafigura have entered into a definitive subscription agreement providing for the issuance by the Company of a convertible debenture with a face value of US$16.4 million to the Debenture Holder, which principal amount is convertible into the Company’s common shares at a conversion price of US$0.22 per Common Share. The conversion price represents a premium of 40% to the 20-day VWAP of the closing price of the common shares on September 28, 2026.

Pursuant to the terms of the Subscription Agreement, following satisfaction of customary closing conditions, the Company will issue the Convertible Debenture in consideration for an advance of US$16.0 million by the Debenture Holder, accounting for the original issue discount on the Convertible Debenture.

The Convertible Debenture will mature on the date that is 5 years and one day from issuance. Interest on the Convertible Debenture is calculated and payable quarterly and accrues at a rate of 7.0% per annum if interest payments are made in cash, or 10.0% per annum if interest payments are made in Common Shares. Any repayment in Common Shares will be at an issue price determined with reference to the market price of the Common Shares at the time of repayment and will be subject to the prior approval of the TSX-V.

Pursuant to the terms of the Convertible Debenture, the Company may, at its option, repay the Convertible Debenture, in whole or in part, subject to an early redemption fee on the amount prepaid equal to 3% in the first year after the execution of the Convertible Debenture, 2% in the second year after the execution of the Convertible Debenture and 1% in each year thereafter. Furthermore, the Company has the ability to force the conversion of up to 25% of the principal amount up the Convertible Debenture on four separate occasions if the volume-weighted average trading price of the Common Shares over a 20-day trading period exceeds a specified threshold, which threshold increases after each successive forced conversion, commencing at 130% of the applicable VWAP and increasing to 140%, 150% and 160% of the applicable VWAP thereafter. The Common Shares underlying the Convertible Debenture are subject to a four-month and one-day hold period from the closing date of the Private Placement, in accordance with applicable securities laws.

The proceeds from the issuance of the Convertible Debenture are expected to be used by the Company (i) to repay approximately US$3,500,000 of the outstanding principal amount owing under the Existing Trafigura Credit Agreement (as defined below), of which approximately US$6.0 million remains outstanding; (ii) to repay all of the Company’s outstanding indebtedness under the amended and restated 12.0% unsecured subordinated debenture of the Company issued to Dundee Corporation on December 16, 2025, of which approximately US$6,980,551 remains outstanding; (iii) to initiate pre-construction activities at the La Plata project; and (iv) for general corporate purposes or as otherwise determined by the Company.

Shares for Debt Transaction

The Company and Trafigura have also entered into a debt settlement agreement to settle, via the issuance of Common Shares, a portion of the debt outstanding under the credit agreement dated February 8, 2022 (as amended on May 4, 2023, August 5, 2024, April 8, 2025 and June 27, 2025) among, inter alia, the Company, as borrower, and Trafigura, as lender.

Pursuant to the Debt Settlement Agreement, the Company will issue 16,149,870 Common Shares, at a deemed issue price of approximately US$0.1548 per Common Share, in full and complete settlement and satisfaction of US$2.5 million of the debt outstanding under the Existing Trafigura Credit Agreement. Upon repayment of the Existing Trafigura Credit Agreement in cash and shares as described above, no further amounts will be owing thereunder.

The transactions described herein are subject to customary closing conditions, including the approval of the TSX-V. The Private Placement is expected to close concurrently with the Shares for Debt Transaction on or about October 13, 2026, with the first advance under the Credit Facility expected to occur sometime thereafter.

Advisors

Ventum Financial Corp. acted as financial advisor to Atico in connection with the Project Finance Facility and Convertible Debenture Financing. Subject to the approval of the TSX-V, the Company will pay Ventum an advisory fee of 0.75% (US$712,500) in cash in connection with the Credit Facility and an advisory fee of 3.5% in connection with the Convertible Debenture, 2% ($328,000) of which will be paid in cash and 1.5% of which will be paid via the issuance of 1,589,147 Common Shares at a deemed issue price of approximately US$0.1548 per Common Share.

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: +1.604.633.9022