Santacruz Silver Mining Ltd. (TSX-V: SCZ) is pleased to announce that is has entered into a binding term sheet dated March 28, 2024 with certain Glencore entities to amend certain transaction documents in connection with the prior sale by Glencore of its Bolivian mining assets to Santacruz, as previously announced by Santacruz on March 21, 2022 and October 13, 2021.

Arturo Préstamo, Executive Chairman and Interim CEO of Santacruz, commented, “This amended agreement represents a significant milestone for the Company, as it strengthens our balance sheet and equips us with the financial flexibility necessary to effectively manage our business. We continue to value Glencore as our partner and look forward to maintaining a collaborative relationship with them.”

Pursuant to the Term Sheet, Santacruz and Glencore have agreed to the following terms:

• The total consideration payable by Santacruz to Glencore under the Term Sheet will be in lieu of all present and future amounts owing or payable by Santacruz under the transaction documents entered into pursuant to the Transaction.
• Subject to the Acceleration Option (as defined below), Santacruz will pay up to US$80 million in cash to Glencore in eight equal annual instalments of US$10 million each with the first payment being made on or before November 1, 2025.
• Santacruz can exercise an option to accelerate the payment of the outstanding balance of the Base Purchase Price in full at any time, such prepayment amount will be US$40 million if exercised prior to November 1, 2025 and shall decrease by US$2 million for each annual instalment of US$10 million that has been paid by Santacruz.
• Santacruz grants to Glencore a contingent value right whereby Santacruz will pay Glencore a monthly payment of US$1,333,333.33, subject to a total cap of US$77.7 million, in the event that in any calendar month after the date the parties enter into the Term Sheet, the average LME spot price of zinc (or the highest open hedge price if the Hedging Option (as defined below) has been exercised) in the calendar month is at least US$3,850 per tonne. The CVR Payment will increase by US$83,333.33 for each increase of US$100 per tonne above the Base Price and up to a price of US$5,049.99 per tonne.
• In addition to the CVR Payment, in the event the average LME spot price of zinc (or the highest open hedge price if the Hedging Option has been exercised) in a calendar month is at least US$5,050 per tonne, Glencore will be entitled to certain additional payments, which will increase for each increase of US$100 per tonne above the Additional Payment Price.
• Upon the occurrence of the monthly average zinc LME spot price exceeding the Base Price, Glencore can require Santacruz to hedge a limited amount of zinc production from its Bolivian mining operations (so long as the hedging price would exceed the Base Price) subject to certain conditions.
• The CVR and Additional Payments will be effective from the date of the Term Sheet until December 31, 2032. The Additional Payments will terminate once Santacruz is no longer obligated to make CVR Payments.

The parties will use good faith efforts to finalize, execute and deliver the definitive agreements containing the terms and provisions outlined in this Term Sheet and other customary terms.

The completion of the transactions contemplated by the Term Sheet are subject to approval of the TSX Venture Exchange.

About Santacruz Silver Mining Ltd.

Santacruz is engaged in the operation, acquisition, exploration, and development of mineral properties in Latin America. The Bolivian operations are comprised of the Bolivar, Porco and the Caballo Blanco Group, which consists of the Tres Amigos, Reserva and Colquechaquita mines.  The Soracaya exploration project and San Lucas feed sourcing business are also in Bolivia.  The Zimapan mine is located in Mexico.