Atico Mining Corporation (TSX-V: ATY) (OTC: ATCMF) reports that it has closed its previously announced non-brokered private placement. Under the Private Placement, the Company issued a secured convertible debenture with a face value of US$16.4 million to an affiliate of Trafigura PTE. Ltd. The Company has also concurrently closed the previously announced shares for debt transaction with Trafigura. Both transactions were announced in the Company’s news release dated September 29, 2026.

Fernando E. Ganoza, CEO and Director, commented, “We are pleased to announce the closing of the previously reported Convertible Debenture and Shares for Debt Transaction with Trafigura. This closing further strengthens Atico’s balance sheet by immediate settlement of legacy liabilities, due at the end of this year and the next, while also improving the cash position. The Company is now fully funded to execute on our near-term plans at the La Plata project, including all pre-construction activities through to a ready state to begin construction in Q1 2027.” Mr. Ganoza continued, “We are thrilled to advance responsibly towards construction, develop Ecuador’s next gold and copper mine, and create significant value for all our stakeholders.”

Convertible Debenture Financing

Pursuant to the terms of the subscription agreement, the Company issued the Convertible Debenture to the Debenture Holder in consideration for an advance of approximately US$12.48 million by the Debenture Holder and the conversion of approximately US$3.52 million owing under the Existing Trafigura Credit Agreement (as defined below) for aggregate consideration of approximately US$16 million, accounting for the original issue discount on the Convertible Debenture. The principal amount of the Convertible Debenture, inclusive of the Converted Loan 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.

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 of 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.

A portion of the proceeds from the issuance of the Convertible Debenture have been used by the Company 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. The remaining proceeds are expected to be used (i) to initiate pre-construction activities at the La Plata project; and (ii) for general corporate purposes or as otherwise determined by the Company.

Shares for Debt Transaction

As previously announced, the Company and Trafigura 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 has issued 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. Atico has now repaid in full the Existing Trafigura Credit Agreement, and no further amounts are owing thereunder.

Advisors

Ventum Financial Corp. acted as financial advisor to Atico in connection with the Convertible Debenture financing. While the cash commission and number of Common Shares (being US$328,000 and 1,589,147 Common Shares, respectively) payable to Ventum remains the same as disclosed in the Company’s news release dated September 29, 2026, the Company wishes to clarify that (i) the advisory fee payable to Ventum is approximately 4.1318% (2.0% payable in cash and approximately 2.1318% payable in Common Shares), and (ii) the deemed issued price of the 1,589,147 Common Shares issuable to Ventum is US$0.22 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.