Mineros S.A. — Capital/Financing Update 2021

Nov 8, 2021

Mineros S.A. Initial Public Offering of Common Shares

A preliminary prospectus containing important information relating to the securities described in this document has been filed with the securities regulatory authorities in each of the provinces of Canada except Québec but has not yet become final for purposes of the sale of securities. The preliminary prospectus may not be complete and may have to be amended. This term sheet is a summary of the principal features of this distribution and should be read together with the more detailed information and financial data and statements contained in the preliminary prospectus. A copy of the preliminary prospectus, and any amendment, is required to be delivered with this term sheet. There will not be any sale or any acceptance of an offer to buy the securities until a receipt for the final prospectus has been issued. This document does not provide full disclosure of all material facts relating to the securities offered. Investors should read the preliminary prospectus, the final prospectus, and any amendment for disclosure of those facts, especially risk factors relating to the securities offered, before making an investment decision.

The securities offered hereby have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or the securities laws of any state of the United States and may not be offered, sold or delivered, directly or indirectly, in the United States (as such term is defined in regulation S under the U.S. Securities Act) (the "United States") or to, or for the account or benefit of, U.S. persons (as defined in the U.S. Securities Act), except pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws.

Capitalized terms used but not otherwise defined herein shall have the respective meaning ascribed thereto in the preliminary prospectus. Unless indicated otherwise in this document, all references to "C$" or "dollars" are to Canadian dollars, all references to "US$" are to U.S. dollars, and all references to "COP$" are to Colombian pesos.

Issuer:	Mineros S.A. ("Mineros" or the "Company").
Offering:	[●] common shares (the "Common Shares") will be offered via a treasuryoffering by the Company (the "Offering").
Offering Price:	C$[●] per Common Share.
Offering Size:	US$25,000,000 (being approximately C$[●]). Assuming the Over-AllotmentOption is exercised in full, the Offering Size would be US$28,750,000 (beingapproximately C$[●]).
Over-AllotmentOption:	The Company has granted the Underwriters an option (the "Over-AllotmentOption"), exercisable in whole or in part at any time within 30 days from andincluding the Closing Date of the Offering, to purchase from the Company upto an additional 15% of the number of Common Shares sold under theOffering (the "Over-Allotment Shares") at the Offering Price solely to coverover-allotments, if any, and for market stabilization purposes.
Shares Outstanding:	Upon completion of the Offering and the Colombian Concurrent Offering (asdefined below), an aggregate of approximately [●] Common Shares ([●]Common Shares if the Over-Allotment Option is exercised in full) will beissued and outstanding.
Use Of Proceeds:	The Company intends to use the net proceeds available from the Offering torepay existing indebtedness and for general working capital.
ColombianConcurrent Offering:	Concurrently with the Offering, the Company is also offering [●] CommonSharesattheOfferingPrice(convertedintoCOP$),representingUS$10,000,000 of additional gross proceeds to the Company in Colombia(the Colombian Concurrent Offering"). The Colombian Concurrent Offering isbeing conducted by way of public offer authorized by the ColombianSuperintendence of Finance and conducted through the ColombianExchange (Bolsa de Valores de Colombia or "BVC") in accordance withapplicable laws in Colombia. The Colombian Concurrent Offering is beingconducted by Corredores Davivienda S.A., Comisionista de Bolsa, asunderwriter. The net proceeds of the Colombian Concurrent Offering will beused to advance the Company's growth projects.

Lock-Up Agreements:	Each of the Company's officers, directors, and principal shareholders willagree to enter into lock-up agreements on or prior to the date of the finalprospectus pursuant to which, for a period of 180 days from the date theCommon Shares are listed on the TSX, each such person will agree not to,among other things, directly or indirectly, offer, sell, contract to sell, grant anyoption to purchase, make any short sale, or otherwise dispose of, or transfer,or announce any intention to do so, any Common Shares.
	In addition, subject to certain exceptions as set out in the preliminaryprospectus, the Company will not directly or indirectly, for a period of 180 daysfrom the listing of the Common Shares on the TSX offer, issue or otherwisetransfer or dispose of any securities of the Company including CommonShares, financial instruments or securities convertible into or exercisable orexchangeable for Common Shares or announce any intention to do any ofthe foregoing, in a public offering, by way of private placement or otherwise.
Cash Dividends:	Dividends must be approved and declared at the ordinary meeting of theGeneral Shareholders Assembly and dividends are paid quarterly. For 2021,the Company declared a cash dividend of US$0.0696 per Common Share,consisting of a one-time extraordinary cash dividend of US$0.008 perCommon Share, which was paid in April 2021, and quarterly ordinarydividends of US$0.0154 per Common Share, payable in April, July, andOctober 2021, and January 2022.
Offering Procedure:	Public offering of Common Shares under a long-form prospectus filed in eachof the provinces of Canada, except Québec. Private placement in the UnitedStates to "Qualified Institutional Buyers" (as defined in Rule 144A under theU.S. Securities Act) pursuant to an exemption from the registrationrequirements of the U.S. Securities Act provided by Rule 144A thereunder,and in compliance with applicable state securities laws, and in otherjurisdictions outside of Canada as may be agreed by the Company and theUnderwriters.
Eligibility:	The Common Shares are eligible investments for RRSPs, RRIFs, DPSPs,RDSPs, RESPs and TFSAs.
Listing:	The Company has applied to list the Common Shares on the Toronto StockExchange ("TSX") under the symbol "MSA". Listing will be subject to theapproval of the TSX in accordance with its listing requirements. TheCompany's existing Common Shares are currently listed on the BVC under"MINEROS".
Underwriters andJoint Bookrunners:	Scotiabank and Sprott Capital Partners LP.
Commission:	The Underwriters will receive on the Closing Date a Commission of 6.0% ofthe gross proceeds from the Common Shares issued pursuant to the Offering.