Contents

PROCEDURES

14. CAUTIONARY NOTES AND ADDITIONAL INFORMATION

3

4

4

9

9

21

25

26

33

34

40

44 45 46

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF

OPERATIONS

This Management's Discussion and Analysis ("MD&A") is dated May 9, 2022, and relates to the financial condition and results of operations of Mineros S.A. ("Mineros" or the "Company") for the three months ended March 31, 2022 and 2021, and should be read in conjunction with the condensed interim consolidated financial statements of the Company and related notes for the same periods, which have been prepared in accordance with International Financial Reporting Standards ("IFRS").

This MD&A addresses matters we consider important for an understanding of our financial condition and results of operations as at and for the three months ended March 31, 2022 as well as our outlook.

In this MD&A, references to "US dollars" and the symbol "$" refer to United States dollars. References to the symbol "COP$" refer to Colombian pesos. Tabular amounts are in thousands of United States dollars, except per share amounts, prices and where otherwise indicated. References to "we", "us", "our", the "Company" or "Mineros", refer to Mineros S.A. and/or one or more or all of its subsidiaries, as applicable.

This MD&A contains forward looking information. Forward looking information is necessarily based on a number of opinions, estimates and assumptions that we considered appropriate and reasonable as of the date such statements are made, are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward looking information, including but not limited to the risk factors described in the ''Risk Factors" section of the Company's most recent annual information form, available on SEDAR atwww.sedar.com. There can be no assurance that such forward looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, prospective investors should not place undue reliance on forward looking information, which speaks only as of the date made. See Section 15: Cautionary Notes and Additional Information.

Certain monetary amounts, percentages and other figures included in this MD&A have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be the arithmetic aggregation of the figures that precede them, and figures expressed as percentages in the text may not total 100% or, as applicable, when aggregated may not be the arithmetic aggregation of the percentages that precede them.

The Company has included non-IFRS financial measures and non-IFRS ratios in this MD&A. Management believes that non-IFRS financial measures and non-IFRS ratios, when supplementing measures determined in accordance with IFRS, provide investors with an improved ability to evaluate the underlying performance of the Company. Non-IFRS financial measures and non-IFRS ratios do not have any standardized meaning prescribed under IFRS, and therefore they may not be comparable to similar measures employed by other companies. This data is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared inaccordance with IFRS. The following non-IFRS financial measures and non-IFRS ratios are included in this MD&A:

  • Adjusted EBITDA

  • Cash Cost

  • All-in sustaining costs ("AISC")

  • Net free cash flow

  • Return on Capital Employed ("ROCE")

  • Net Debt to Adjusted EBITDA ratio

  • Average realized price per ounce of gold/silver sold

Reconciliations associated with the above performance measures can be found in Section 10: Non-IFRS and Other Financial Measures in this MD&A.

1. OVERVIEW OF THE BUSINESS

Mineros is a Latin American gold mining company headquartered in Medellín, Colombia with diversified gold-producing and development-stage properties across Central and South America, including the Nechí Alluvial Property in Colombia (the "Nechí Alluvial Property''), the Hemco Property in Nicaragua (the "Hemco Property") and the Gualcamayo Property in Argentina (the "Gualcamayo Property"). Together, the Nechí Alluvial Property, the Hemco Property and the Gualcamayo Property comprise the Company's "Material Properties''. The Company also has a number of growth projects including the Porvenir Project (the "Porvenir Project") and the Luna Roja exploration target ("Luna Roja Exploration Target") at the Hemco Property, the Deep Carbonates Project at the Gualcamayo Property (the "Deep Carbonates Project"), and the La Pepa project (the "La Pepa Project") in Chile, in which

Mineros currently holds a 20% interest. In addition, Mineros has a robust pipeline of exploration targets including the Caribe exploration target (the "Caribe Exploration Target") joint venture located at the Hemco Property, and the Guintar-Niverengo-Margaritas exploration target ("GNM Exploration Target") joint venture in Colombia, in which as at March 31, 2022 Mineros held a 25% interest.

The Company has over 47 years of experience developing and operating mining assets in Central and

South America. The Company is listed on the Colombia Stock Exchange (Bolsa de Valores de Colombia,

"BVC") under the symbol "MINEROS:CB" and on the Toronto Stock Exchange ("TSX") under the symbol

"MSA". The Company has its head office in Medellín, Colombia and a satellite office in Toronto,

Canada. Further information about Mineros can be found in the Company's regulatory filings, available

on SEDAR atwww.sedar.com and on the Company's website atwww.mineros.com.co.

2. STRATEGY

Mineros is focused on the development and operation of a high-quality, diversified portfolio of assets.

The Company's aim is to become a prominent intermediate gold producer through both organic and inorganic growth, diversified across Latin America. Mineros' goal is to generate consistent returns and

substantial value for our shareholders and local stakeholders through responsible development that employs and develops talented local employees and collaborates with local communities. Mineros has maintained a consistent dividend policy in the past and it is our objective to maintain our existing dividend policy, subject to the availability of cash flow after servicing the Company's debt and funding

any investment activities.

Mineros is committed to advancing economic and social development, protecting the health and safety of our employees, and fostering the protection of human rights of the communities in which we operate. We seek to provide safe and respectful workplaces, mitigate the environmental impact of our operations, comply with applicable rules and laws that regulate our operations, act in a transparent manner, and ensure that the communities in which we operate benefit from our presence.

Mineros has built constructive and collaborative relationships with local authorities in each of the jurisdictions where it operates and they have usually been receptive to the Company's needs.

3. HIGHLIGHTS FOR THE THREE MONTHS ENDED MARCH 31, 2022

Ordinary Meeting of General Shareholders Assembly - Profit Distribution

On March 31, 2022, the Company held the ordinary meeting of its General Shareholders Assembly

(the "Meeting"). At the Meeting, the General Shareholders Assembly approved the distribution

of the Company's profit for the year set forth in the table directly below, including, in respect of each common share of the Company (each, a "Common Share"), an annual ordinary dividend of

$0.0648, payable in four equal quarterly installments of $0.0162, and an extraordinary dividend of $0.01, payable in one installment, representing a total distribution of $0.0748 per share, or $22,384,389 in total. This represents a 7.5% increase in the total dividend relative to 2021, and a distribution of 51.7% of the Company's profit for the 2021 fiscal year.

Shareholder-Approved Profit Distribution for the Fiscal Year Ended December 31, 2021

This is an excerpt of the original content. To continue reading it, access the original document here.

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

Mineros SA published this content on 10 May 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 10 May 2022 12:58:04 UTC.