(All amounts expressed in US dollars, unless otherwise stated)
VANCOUVER, British Columbia, Oct. 15, 2026 (GLOBE NEWSWIRE) -- Atico Mining Corporation (the “Company” or “Atico”) (TSX.V: ATY | OTC: ATCMF) reports that it has closed its previously announced non-brokered private placement (the “Private Placement”). Under the Private Placement, the Company issued a secured convertible debenture with a face value of US$16.4 million (the “Convertible Debenture”) to an affiliate of Trafigura PTE. Ltd. (“Trafigura”) (the “Debenture Holder”). The Company has also concurrently closed the previously announced shares for debt transaction (the “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 (the “Converted Loan Amount”) 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 (the “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 (“VWAP”) 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 (the “Debt Settlement Agreement”) to settle, via the issuance of Common Shares, a portion of the debt outstanding under the credit agreement (the “Existing Trafigura 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. (“Ventum”) 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. 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
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
No securities regulatory authority has either approved or disapproved of the contents of this news release. The securities being offered have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the ‘‘U.S. Securities Act’’), or any state securities laws, and may not be offered or sold in the United States, or to, or for the account or benefit of, a "U.S. person" (as defined in Regulation S of the U.S. Securities Act) unless pursuant to an exemption therefrom. This press release is for information purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company in any jurisdiction.
Cautionary Note Regarding Forward Looking Statements
This announcement includes certain “forward-looking statements” within the meaning of Canadian securities legislation. All statements, other than statements of historical fact, included herein, including without limitation statements regarding the terms, consummation and timing of the transactions described herein; the expected benefits of the transactions described herein, if any; use of net proceeds; closing conditions and TSX-V approvals; commissions payable in respect of the Private Placement, if any; optionality of interest payments under the Convertible Debenture; the sufficiency of the transactions for funding the Company in the short term; the timing, terms and occurrence of repayment of the Company’s existing indebtedness; the Company’s expectations for future exploration, development and production efforts; the Company’s pursuit of additional acquisition of advanced stage opportunities; generation of cash flow from the El Roble mine; and the timing and occurrence of future construction and/or production at the La Plata project, are forward-looking statements.
Forward-looking statements involve various risks and uncertainties and are based on certain factors and assumptions. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. The assumptions upon which the forward-looking statements herein are based, include, but are not limited to, that all required third party contractual, regulatory and governmental approvals will be obtained for the development, construction and production of its properties, there being no significant disruptions affecting operation, permitting, development, expansion and power supply proceeding on a basis consistent with the Company’s current expectations, currency exchange rates being approximately consistent with current levels, certain price assumptions for copper, gold and silver, prices for and availability of fuel oil, electricity, parts and equipment and other key supplies remaining consistent with current levels, production forecasts meeting expectations, the accuracy of the Company’s current mineral resource and reserves estimates, labor and materials costs increasing on a basis consistent with the Company’s current expectations, assumptions made and judgments used in engineering and geological interpretation, that additional financing sources will be available on reasonable commercial terms in order for the Company to make scheduled repayments of principal, interest, and any applicable premiums on its outstanding indebtedness. Important factors that could cause actual results to differ materially from the Company’s expectations include, among others: the inherent risks involved in exploration, development and construction of mineral properties, uncertainties relating to interpretation of drill results and the geology, continuity and grade of mineral deposits; uncertainty of estimates of capital and operating costs; the need to obtain additional financing to maintain its interest in and/or explore and develop the Company’s mineral projects; uncertainty of meeting anticipated program milestones for the Company’s mineral projects; and other risks and uncertainties disclosed under the heading “Risk Factors” in the Company's Management's Discussion and Analysis (“MD&A”) for the year ended December 31, 2025, its most recently filed interim MD&A and in the Company’s Annual Information Form (“AIF”) dated September 4, 2024, filed with the Canadian securities regulatory authorities on the SEDAR+ website at www.sedarplus.com and as available on the Company's website for further details.
Except as required by law, the Company does not assume the obligation to revise or update these forward-looking statements after the date of this announcement or to revise them to reflect the occurrence of future unanticipated events
