Volcan Compañía Minera S.A.A. Offer to Purchase for Cash Any and All of its Outstanding 8.750% Senior Secured Notes due 2030 and Consent Solicitation

LIMA, Peru, Oct. 08, 2025 (GLOBE NEWSWIRE) -- Volcan Compañía Minera S.A.A. (“Volcan”), a publicly held corporation (sociedad anónima abierta) organized under the laws of the Republic of Peru with its principal executive office at Av. Manuel Olguín 373, Santiago de Surco, Lima, Republic of Peru, hereby announces the commencement of its offer to purchase for cash any and all of the outstanding notes set forth in the table below (the “Notes”), upon the terms and subject to the conditions described in the offer to purchase and consent solicitation statement dated October 8, 2025 (as it may be amended or supplemented from time to time, the “Statement”). Volcan refers to the offer to purchase the Notes as the “Tender Offer”. The purpose of the Tender Offer is to acquire the Notes and to obtain Consents to authorize the Proposed Amendments (as defined below). Notes purchased in the Tender Offer will be retired and cancelled.

Concurrently with the Tender Offer, Volcan is soliciting (the “Solicitation”) from Holders (as defined below) a consent (the “Consent” or in the plural “Consents”) to certain proposed amendments (the “Proposed Amendments”) to the indenture governing the Notes (the “Indenture”) and to the security documents governing the collateral (the “Security Documents”) described in the Statement. The Proposed Amendments would, with respect to the Indenture, eliminate substantially all of the restrictive covenants, events of default and related provisions contained in the Indenture with respect to the Notes and, with respect to the Security Documents, effect conforming changes to the Indenture and improve certain operational efficiencies. See “Proposed Amendments to the Indenture and Certain Security Documents” in the Statement. The Proposed Amendments will not become effective until after Holders of a majority in aggregate principal amount of the Notes have delivered Consents to the Proposed Amendments, such Consents have been accepted and Volcan has paid the corresponding consideration to such consenting Holders.

The following table summarizes the payments Holders are eligible to receive for each U.S.$1,000 principal amount of Notes tendered and Consents delivered:

__________________

(1)    Per $1,000 principal amount of Notes, validly tendered and accepted.
(2)    Inclusive of the Early Tender Premium.

The Tender Offer and Solicitation will expire at 5:00 p.m., New York City time, on November 6, 2025, or any other date and time to which Volcan extends the Tender Offer and Solicitation (such date and time, as it may be extended, the “Expiration Date”), unless earlier terminated. Holders must validly tender their Notes and deliver Consents at or prior to 9:00 a.m., New York City time, on October 23, 2025 (such date and time, as it may be extended, the “Early Tender and Consent Time”) to be eligible to receive the Total Consideration (which includes the Tender Offer Consideration and the Early Tender Premium), plus Accrued Interest (as defined below). Holders who validly tender their Notes and deliver Consents after the Early Tender and Consent Time but at or prior to the Expiration Date will be eligible to receive the Tender Offer Consideration for such Notes plus Accrued Interest. Notes may not be tendered pursuant to the Tender Offer without the delivery of Consents pursuant to the Solicitation, and Consents may not be delivered without the tender of Notes pursuant to the Tender Offer.

The Total Consideration, the Tender Offer Consideration, the Early Tender Premium and the Accrued Interest will be payable in cash. Tendered Notes may be validly withdrawn from the Tender Offer and Consents may be revoked at or prior to, but not after, 9:00 a.m., New York City time, on October 23, 2025 (such date and time, as it may be extended, the “Withdrawal Deadline”). A valid withdrawal of tendered Notes by any Holder will constitute the concurrent valid revocation of such Holder’s related Consent, and a valid revocation of a Consent will constitute the concurrent valid withdrawal of such Holder’s related tendered Notes.

The Tender Offer and Solicitation are being made in connection with an anticipated offering of senior secured notes (the “New Notes”) by Volcan (the “Bond Offering”). The Bond Offering will be exempt from the registration requirements of the U.S. Securities Act of 1933, as amended. The Tender Offer and Solicitation are not an offer to sell or a solicitation of an offer to buy the New Notes. The Tender Offer and Solicitation are conditioned upon the satisfaction or waiver by Volcan of certain conditions, including the pricing and closing of the Bond Offering on terms satisfactory to Volcan and resulting in net proceeds to Volcan of not less than the aggregate amount to be paid for the purchase price of the Notes tendered and accepted for purchase pursuant to the Tender Offer and Solicitation (the “Financing Condition”).

The Tender Offer is not conditioned upon the tender of any minimum principal amount of Notes. The Tender Offer and Solicitation are open to all registered holders (individually, a “Holder,” and collectively, the “Holders”) of the Notes. The Tender Offer and Solicitation are subject to the satisfaction of certain conditions, including but not limited to, receiving the Requisite Consents (as defined in the Statement) to effect the Proposed Amendments and the Financing Condition, as described in the section of the Statement entitled “The Tender Offer and Solicitation—Conditions to the Tender Offer and Solicitation.”

In addition to the Tender Offer Consideration or the Total Consideration, as applicable, all Holders of Notes accepted for purchase pursuant to the Tender Offer will, on the Early Settlement Date or the Settlement Date (as defined below), also receive accrued and unpaid interest on those Notes from the last interest payment date with respect to those Notes to, but not including, the Early Settlement Date or the Settlement Date, as applicable (“Accrued Interest”).

The Tender Offer and Solicitation commence on the date of the Statement and will expire on the Expiration Date, unless extended or earlier terminated by Volcan. No tenders will be valid if submitted after the Expiration Date. If a Nominee (as defined in the Statement) holds Notes on behalf of a beneficial owner, such Nominee may have an earlier deadline for accepting the offer. Any beneficial owner should promptly contact such Nominee that holds its Notes to determine its deadline. The Tender Offer and Solicitation is open to all registered Holders of the Notes. There is no letter of transmittal for this Tender Offer.

Volcan expects to purchase any Notes that have been validly tendered and not validly withdrawn (i) at or prior to the Early Tender and Consent Time and that Volcan chooses to accept for purchase, subject to all conditions to the Tender Offer having been either satisfied or waived by Volcan, as permitted by applicable law, promptly following the Early Tender and Consent Time (the “Early Settlement Date”), (ii) after the Early Tender and Consent Time and at or prior to the Expiration Date and that Volcan chooses to accept for purchase, subject to all conditions to the Tender Offer having been either satisfied or waived by Volcan, as permitted by applicable law, promptly following the Expiration Date (the “Settlement Date”). The Early Settlement Date is expected to occur promptly following the Early Tender and Consent Time and the Settlement Date is expected to occur promptly following the Expiration Date.

Notwithstanding any other provision of the Tender Offer and Solicitation, Volcan’s obligation to accept for purchase, and to pay for, any Notes validly tendered and not validly withdrawn pursuant to the Tender Offer, and its obligation to accept the delivery of, and to pay for, the Consents validly delivered and not validly revoked pursuant to the Solicitation, are subject to, and conditioned upon, the satisfaction of, or Volcan’s waiver of, the conditions described in the section of the Statement entitled “The Tender Offer and Solicitation—Conditions to the Tender Offer and Solicitation.”

The conditions to the Tender Offer and Solicitation are for the sole benefit of Volcan and may be asserted by Volcan, regardless of the circumstances giving rise to any such condition (including any action or inaction by Volcan). Volcan reserves the right, in its sole discretion, to waive any and all conditions of the Tender Offer and Solicitation, at or prior to the Early Tender and Consent Time or Expiration Date, as applicable. The Tender Offer is not subject to a minimum principal amount of Notes being tendered. See “Terms of the Offer and Solicitation—Conditions to the Offer and Solicitation” in the Statement.

Withdrawal rights with respect to the Notes and revocation rights with respect to any Consents will terminate on the Withdrawal Deadline, unless extended pursuant to applicable law. Accordingly, following the Withdrawal Deadline, any Notes validly tendered (whether before, on or after the Withdrawal Deadline) may no longer be validly withdrawn and any Consents validly delivered (whether before, on or after the Withdrawal Deadline) may no longer be revoked. For the withdrawal of a tendered Note to be valid, such withdrawal must comply with the procedures set forth in the Statement.

Subject to applicable law and the terms set forth in the Statement, Volcan reserves the right: (i) to extend or otherwise amend the Early Tender and Consent Time, the Withdrawal Deadline or the Expiration Date, (ii) to waive or modify in whole or in part any and all conditions to the Tender Offer and Solicitation; (iii) to modify or terminate the Tender Offer and Solicitation; and (iv) to otherwise amend the Tender Offer and Solicitation in any respect. In the event of the termination of the Tender Offer, the Notes tendered pursuant to the Tender Offer and not previously accepted and purchased will be promptly returned to the tendering Holders.

If a Holder does not tender its Notes or if a Holder tenders Notes that are not accepted for purchase, they will remain outstanding. If Volcan consummates the Tender Offer, the trading market for a Holder’s outstanding Notes may be significantly more limited. For a discussion of this and other risks, see “Certain Significant Considerations—Limited Trading Market; Reduced Liquidity as a Result of the Offer and the Solicitation” in the Statement.

THE TENDER OFFER DOCUMENTS CONTAIN CERTAIN IMPORTANT INFORMATION THAT SHOULD BE READ BEFORE ANY DECISION IS MADE WITH RESPECT TO THE TENDER OFFER, IN PARTICULAR, SEE “CERTAIN SIGNIFICANT CONSIDERATIONS” IN THE STATEMENT FOR A DISCUSSION OF CERTAIN FACTORS HOLDERS SHOULD CONSIDER IN CONNECTION WITH THE TENDER OFFER.

VOLCAN HAS NOT FILED THE STATEMENT WITH, AND IT HAS NOT BEEN REVIEWED BY, ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY OF ANY COUNTRY. NO AUTHORITY HAS PASSED UPON THE ACCURACY OR ADEQUACY OF THE STATEMENT AND IT IS UNLAWFUL AND MAY BE A CRIMINAL OFFENSE TO MAKE ANY REPRESENTATION TO THE CONTRARY. THE TENDER OFFER AND SOLICITATION HAS NOT BEEN REGISTERED, AND WILL NOT BE REGISTERED, WITH THE PERUVIAN SECURITIES MARKET SUPERINTENDENCY (SUPERINTENDENCIA DEL MERCADO DE VALORES - SMV) OR THE LIMA STOCK EXCHANGE (BOLSA DE VALORES DE LIMA). THE TENDER OFFER AND SOLICITATION MAY NOT BE MADE IN PERU, EXCEPT IN CIRCUMSTANCES THAT DO NOT CONSTITUTE A PUBLIC OFFERING OR UNAUTHORIZED DISTRIBUTION UNDER PERUVIAN LAWS AND REGULATIONS. PERUVIAN SECURITIES LAWS AND REGULATIONS ON PUBLIC OFFERINGS WILL NOT BE APPLICABLE TO THE TENDER OFFER AND SOLICITATION, THE DISCLOSURE OBLIGATIONS SET FORTH THEREIN WILL NOT BE APPLICABLE TO VOLCAN BEFORE OR AFTER THE TENDER OFFER AND SOLICITATION. THE TENDER OFFER AND SOLICITATION IS NOT BEING MADE IN PERU PURSUANT TO A PUBLIC OFFERING AND DOCUMENTS RELATING TO THE TENDER OFFER AND SOLICITATION, AS WELL AS INFORMATION CONTAINED THEREIN, MAY NOT BE SUPPLIED TO THE PUBLIC IN PERU, NOR BE USED IN CONNECTION WITH ANY OFFER TO THE PUBLIC IN PERU.

NONE OF VOLCAN, ITS BOARD OF DIRECTORS, THE DEALER MANAGERS (AS DEFINED BELOW), THE TENDER AND INFORMATION AGENT OR THE TRUSTEE, THE REGISTRAR, THE PAYING AGENT OR THE TRANSFER AGENT (EACH AS DEFINED IN THE STATEMENT) OR ANY OF THEIR RESPECTIVE AFFILIATES IS MAKING ANY RECOMMENDATION AS TO WHETHER HOLDERS SHOULD TENDER ANY NOTES NOR ANY RECOMMENDATION THAT HOLDERS DELIVER OR REFRAIN FROM DELIVERING ANY CONSENTS IN RESPONSE TO THE TENDER OFFER AND SOLICITATION. HOLDERS MUST MAKE THEIR OWN DECISION AS TO WHETHER TO PARTICIPATE IN THE TENDER OFFER AND SOLICITATION, AND, IF SO, THE PRINCIPAL AMOUNT OF NOTES TO TENDER AND THE CONSENTS TO DELIVER.

The Statement and related documents do not constitute an offer to buy or the solicitation of an offer to sell notes in any jurisdiction or in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Tender Offer and Solicitation to be made by a licensed broker or dealer, the Tender Offer and Solicitation will be deemed to be made on behalf of Volcan by the Dealer Managers or one or more registered brokers or dealers licensed under the laws of such jurisdiction. Volcan is not aware of any jurisdiction where the making of the Tender Offer and Solicitation is not in compliance with the laws of such jurisdiction. If Volcan becomes aware of any jurisdiction in which the making of the Tender Offer and Solicitation would not be in compliance with such laws, Volcan will make a good faith effort to comply with any such laws or may seek to have such laws declared inapplicable to the Tender Offer and Solicitation. If, after such good faith effort, Volcan cannot comply with any such applicable laws, the Tender Offer and Solicitation will not be made to the Holders of Notes residing in each such jurisdiction. Neither the delivery of this announcement, the Statement and any related documents nor any purchase of Notes by Volcan will, under any circumstances, create any implication that the information contained in this announcement, the Statement or in any related document is current as of any time subsequent to the date hereof or thereof.

The Statement does not constitute an offer to sell or a solicitation of an offer to buy any securities, including the New Notes (other than the Notes). Any offering of securities will only be made by an offering document and any such offering may not be registered with the U.S. Securities and Exchange Commission.

This press release may contain certain “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995. These statements are based on management’s current expectations and are subject to risks, uncertainty and changes in circumstances, which may cause actual results, performance or achievements to differ materially from anticipated results, performance or achievements. All statements contained herein that are not clearly historical in nature are forward-looking and the words “anticipate,” “believe,” “expect,” “estimate,” “plan” and similar expressions are generally intend to identify forward-looking statements. Volcan is under no obligation (and expressly disclaims any such obligation) to update or alter its forward-looking statements whether as a result of new information, future events or otherwise. More detailed information about these and other factors is set forth in the Statement.

D.F. King & Co., Inc. is acting as the tender agent and as the information agent (the “Tender and Information Agent”) for the Tender Offer and Solicitation. BofA Securities, Inc., Banco BTG Pactual S.A. – Cayman Branch, Goldman Sachs & Co. LLC and Natixis Securities Americas LLC are acting as dealer managers and solicitation agents (the “Dealer Managers”) for the Tender Offer and Solicitation.

The Tender and Information Agent for the Tender Offer and Solicitation is:

D.F. King & Co. Inc.

28 Liberty Street, 53rd Floor
New York, New York 10005
Banks and Brokers call: (212) 914-0093
Attn: Michael Horthman
Toll Free: (800) 431-9646
Email: volcan@dfking.com

The Depositary Agent for the Tender Offer and Solicitation is:

D.F. King & Co. Inc.

By facsimile:
(For Eligible Institutions only):
(212) 709-3328
Confirmation:
(212) 269-5552
Attn: Michael Horthman

Any questions or requests for assistance or for additional copies of the Statement may be directed to the Tender and Information Agent at one of its telephone numbers above. A Holder (or a beneficial owner that is not a Holder) may also contact any of the Dealer Managers at their telephone numbers set forth below or its broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Statement.

The Dealer Managers for the Tender Offer and Solicitation are:

SOURCE: Volcan Compañía Minera S.A.A.

Jorge Murillo Nuñez, Chief Financial Officer, JMurillo@volcan.com.pe, +51 995 029 664

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