Eco Oro Minerals Corp. (CSE: EOM) announces it has completed the second tranche of a previously announced private placement of 2025 contingent value rights certificates. The Private Placement was completed in two tranches: (i) a first tranche of US$4,000,000 of 2025 CVRs completed on August 7, 2025 and (ii) a second tranche of US$500,000 of 2025 CVRs completed on March 16, 2026. The proceeds of the Private Placement will be principally used to support the Company’s application to annul the damages award issued on July 15, 2024 awarding no monetary compensation to the Company by the arbitral tribunal constituted under the International Centre for Settlement of Investment Disputes in its arbitration proceedings against the Republic of Colombia (ICSID Case No. ARB/16/41).

Revised Distribution Waterfall

Upon completion of the first tranche of the Private Placement, the Company’s previously issued contingent value rights certificates and promissory notes were exchanged for a new class of contingent value rights certificates. Under the terms of the 2025 CVRs and Replacement CVRs, the Company is permitted to issue (a) up to US$1,000,000 of additional 2025 CVRs at any time on or after July 30, 2027 and (b) if the Board determines that additional funds are required to fund resubmission or collection costs up to US$7,000,000 of new contingent value rights entitling holders to receive, in the aggregate, up to 20% of the Remainder (as defined below). In addition, the Company will be entitled to incur up to US$6,000,000 of senior debt and US$4,000,000 of subordinated deb t.

Under the terms of the 2025 CVRs and Replacement CVRs, any proceeds received by the Company in connection with the arbitral proceedings shall be distributed or retained in the following order of priority:

There can be no certainty that the Company will receive any Claim Proceeds. If the Company does receive Claim Proceeds, there can be no assurance that the amount of Claim Proceeds received will be sufficient for the Company to retain any portion of the Claim Proceeds pursuant to Step 3(b)(iii) of the distribution waterfall described immediately above.

Board Approval

Courtenay Wolfe, a director of the Company, is a principal of GrayWolfe Capital. As GrayWolfe, certain significant shareholders of the Company and certain directors of the Company participated in the Private Placement, the transaction would ordin arily have been subject to the “minority approval requirements” set forth in Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions. Prior to approving the Private Placement, the board of director of the Company, with the advice of its advisors, conducted a thorough process and considered a number of options, including alternative financing transactions proposed by third party investors. The Board, including its independent members, determined, in light of the Company’s circumstances and the process it followed, that the Company was eligible to rely on the exemption from minority approval requirements provided by Subsection 5.7(e) of MI 61-101.

Company Profile

Eco Oro is a publicly traded company and its arbitration against the Republic of Colombia is its core focus.